**Exhibit 10.11**

 

AGREEMENT OF PURCHASE AND SALE OF ASSETS

 

This AGREEMENT OF PURCHASE AND SALE OF ASSETS is entered into as of the31st day of October, 2002, by and between Daw Technologies, Inc., a Utahcorporation, with its principal place of business at 2700 South 900 West, SaltLake City, Utah 84119 (“Seller”), and Intelligent Enclosures Inc., a Utahcorporation, presently having its principal office at 10223 South Calla LilyWay, Sandy, Utah 84092 (“Purchaser”).

 

WHEREAS, under the names “Intelligent Enclosures” and “iE,” Sellerprovides goods and services relating to the design, fabrication, assembly andinstallation of environmentally controlled “mini-enclosures” and related itemson a worldwide basis, primarily from its offices in Salt Lake City, Utah andAtlanta, Georgia (the “Business”);

 

WHEREAS, Purchaser desires to purchase from Seller, and Seller desiresto sell to Purchaser, substantially all of the Seller’s assets used in, and con­nectedwith, the Business, in exchange for cash, promissory notes, and an assumptionof certain liabilities, upon the terms described in this Agreement.

 

NOW, THEREFORE, in consideration of the mutual agreements set forthherein, the parties agree as follows:

 

1.             Purchase and Sale of Assets.  Atthe Closing, as defined herein, Seller shall sell to Purchaser, and Purchasershall purchase from Seller, all of Seller’s interest in all of the tangible andintangible business assets, goodwill and rights owned by Seller and used in theoperation of the Business (collectively referred to as “Seller’s Assets”),including (i) the right to use the business names “Intelligent Enclosures” and“iE,” and (ii) the assets listed in the Bill of Sale and Assignment attachedhereto as Exhibit A, including items of personal property, purchase orders,work in process, receivables, inventory and contract rights.  Notwithstanding the foregoing, Purchaseragrees to promptly pay to Seller sixty five percent (65%) of all amountsreceived by Purchaser with respect to those items covered by purchase orders,work in process and receivables specifically listed in the Bill of Sale andAssignment.  It is the intent of theparties that the thirty five percent (35%) of purchase orders, work in processand receivables retained by Purchaser is, in part, to compensate Purchaser forcertain liabilities and obligations of Seller assumed by Purchaser.  Seller shall transfer Seller’s Assets freeand clear of all liabilities and liens except as may otherwise be provided inthis Agreement.

 

2.             PurchasePrice.

 

2.1           Purchase Price.  The purchase price which the Purchaser shallpay for the Seller’s Assets (the “Purchase Price”) shall be One Hundred SevenThousand Five Hundred Dollars ($107,500.00). The Purchase Price shall be paid by the Purchaser’s delivery to theSeller at Closing of (a) Thirty Eight Thousand Dollars ($38,000.00) cash; (b) apromissory note in the principal amount of Twelve Thousand Dollars ($12,000.00)due and payable on December 31, 2002, in the form of Exhibit B attached hereto;and (c) a promissory note in the principal amount of Fifty Seven

 

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Thousand Five Hundred Dollars ($57,500.00) in the form of Exhibit Cattached hereto, on which interest shall accrue at the rate of 6-1/2% per annumuntil December 31, 2003, after which the then unpaid principal balance andaccrued interest shall be amortized over twenty four months with interestaccruing on the unpaid balance at the rate of 6-1/2% per annum.

 

2.2           Allocation of Purchase Price.  The allocation of the Purchase Price for theProperty for purposes of Section 1060 of the Internal Revenue Code shall be asset forth in Exhibit G attached hereto. The Purchaser and the Seller shall agree to be bound by such allocationand to complete and attach Internal Revenue Service Form 8594 to theirrespective tax returns accordingly.

 

2.3           Liabilities Undertaking.  Atthe Closing, Purchaser shall execute and deliver to Seller a LiabilitiesUndertaking in the form of the attached Exhibit D, pursuant to which Purchaseragrees to pay or discharge those obligations of the Seller relating to theSeller’s Assets that are specifically set forth therein.

 

2.4           Employees.  At the Closing, Roderick C. St.Vaughan, Yancy S. Rod, Robert C.MacGregor, Kevin Shankwiler, Jeff Gates and Andy Michaud shall cease beingemployees of Seller and shall become employees of Purchaser.

 

3.             Closing.  The Closing shall take placeat 10:00 a.m. on October  31, 2002, inthe offices of the Seller, or at such other time and place as the partiesagree.

 

4.             Seller’s Obligations at Closing; Further Assurances.

 

4.1           At the Closing, Seller shall deliver toPurchaser:

 

4.1.1 a Bill of Sale and Assignment executed bySeller in the form attached as Exhibit A, pursuant to which Seller shalltransfer to Purchaser all of Seller’s right title and interest in the Seller’sAssets;

 

4.1.2  anIntellectual Property Assignment executed by Seller in the form attached asExhibit E, pursuant to which Seller shall transfer and assign to Purchaser allof Seller’s interest in certain intellectual property related to the Business;

 

4.1.3  aDomain Name Assignment executed by Seller in the form attached as Exhibit F,pursuant to which Seller shall transfer and assign to Purchaser all of Seller’sinterest in certain domain names related to the Business;

 

4.1.4  anyother instruments of assignment and transfer necessary to vest in Purchasergood and marketable title to Seller’s Assets;

 

4.1.5  allcontracts and records relating to Seller’s Assets; and

 

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4.1.6  alldocuments required by this Agreement.

 

4.2           At any time during the first twelve (12)months after the Closing, Seller shall sign and/or deliver to Purchaser anydocuments reasonably requested by Purchaser to transfer and assign any of theSeller’s Assets to Purchaser, and to confirm Purchaser’s title to Seller’sAssets.  During the first twelve (12)months after the Closing, Seller shall assist Purchaser, as reasonablyrequested by Purchaser, in confirming title to the Seller’s Assets in Purchaserand in collecting or enforcing receivables or other contract rights included aspart of the Seller’s Assets.

 

5.             Representations and Warranties by Seller. With respect to the business of Seller related to the Seller’s Assets,and with respect to the Seller’s Assets, Seller represents and warrants toPurchaser as follows:

 

5.1           Organization, Standing and Qualification.  DawTechnologies, Inc. is a corporation duly organized, validly existing and ingood standing under the laws of the State of Utah, transacting the Businessunder the names “Intelligent Enclosures” and “iE.”  Seller has all requisite corporate or other power and authorityand is entitled to carry on the Business as now being conducted and to own,lease or operate its properties as and in the places where such Business is nowconducted.

 

5.2           Execution and Performance of Agreement;Authority.  The performance of this Agreement by Sellerwill not result in a default or breach of any other agreement to which Selleris a party.  Seller has the authority toenter into this Agreement.

 

5.3           Absence of Undisclosed MaterialLiabilities.  Except as may be setforth in Schedule 5.3, or as disclosed to Purchaser in writing before theClosing, Seller has no material debts, liabilities or obligations relating tothe Business that may adversely affect the Seller’s Assets.

 

5.4           Taxes.  To the best of Seller’sknowledge, all taxes and assessments imposed by any taxing authority, whetherfederal, state, local, foreign or otherwise which are due or payable by Sellerarising out of the Business or the Seller’s Assets, and all interest andpenalties thereon, have been paid in full. All tax returns required to be filedhave been accurately prepared and filed and all deposits required to be made bySeller with respect to employees’ withholding taxes have been made.

 

5.5           Absence of Changes or Events. Between the date of this Agreement and the Closing, there has not beenany material adverse change in the business, operations, properties, prospects,assets, or condition of the Business or the Seller’s Assets, and no event hasoccurred or circumstance exists that may result in such a material adversechange.

 

5.6           Litigation.  To the best of Seller’sknowledge there is no claim, order, investigation or other proceeding againstSeller, its employees, properties, or business or the transactions contemplatedby this Agreement that would adversely affect the Business or the Seller’sAssets, and Seller knows of no basis for the same.

 

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5.7           Compliance With Laws and OtherInstruments.  To the best ofSeller’s knowledge, Seller has complied with all laws applicable to theBusiness or to the Seller’s Assets.  Theownership and use of Seller’s Assets as well as the conduct of the Businesswill not conflict with the rights of any other person or entity, and will notcause a default under any agreement to which Seller is a party.  Seller is not aware of any proposed laws,condemnations or other proceedings that would adversely affect the Business orSeller’s Assets.

 

5.8           Title to Properties. Seller has good title to Seller’s Assets.  None of Seller’s Assets are subject to any lien, lease, license,or adverse claim except (i) as expressly set forth in the schedules attached tothis Agreement, or (ii) insubstantial imperfections of title which have arisenin the ordinary course of business. Seller makes no representations as to the condition and repair of theassets, and Purchaser agrees to take the assets “AS IS,” and “WHERE IS.”

 

5.9           Environmental Compliance.  Tothe best of Seller’s knowledge: (a) the Business is being operated incompliance with all environmental laws and with all terms of required permitsand licenses, (b) Seller is not aware of any circumstances that may interferewith its compliance with environmental laws or which may give rise to anyliability, or which would otherwise form the basis of any claim orinvestigation, and that is based on Seller’s manufacture, storage, disposal,transport, or handling, or the release into the environment, of any hazardoussubstance, (c) there is no claim, investigation, or proceeding pending orthreatened against Seller, in connection with the Business or the Seller’sAssets relating to environmental laws, and (d) Seller currently maintains allmaterial government permits, licenses and agreements required to operate  the Business and to own the Seller’s Assets,and has complied with all requirements relating thereto.

 

5.10         No Guaranty.  No obligation of Sellerrelating to the Business or to the Seller’s Assets is guaranteed by any otherperson or entity, nor has Seller guaranteed any obligation of any other personor entity related to the Business or to the Seller’s Assets.

 

5.11         Receivables.  All Seller’s receivablesrelating to the Business that are included in the Seller’s Assets have arisenonly from transactions in the ordinary course of business and are collectiblewithin 90 days after each receivable arose, without offset or resort tolitigation.

 

5.12         Records.  The accounting books ofSeller relating to the Business and to the Seller’s Assets are complete andcorrect, and to the best of Seller’s knowledge, no transactions which arerequired to be recorded therein have been omitted.

 

5.13         Absence of Certain Business Practices.  Tothe best of Seller’s knowledge, neither Seller nor any employee or agent ofSeller have within the past five years agreed to give any gift to any customer,supplier, government employee or other person who may be in a position to helpor hinder the Business which (i) might subject Seller to liability in anyproceeding, (ii) if not given in the past, might have had an adverse effect onthe Business or on the Seller’s Assets as reflected in the FinancialStatements, or (iii) if not continued in the future, might adversely affect theBusiness or the Seller’s Assets, or which might subject Seller to liability inany proceeding.

 

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5.14         Disclosure.  All of Seller’srepresentations made in this Agreement and its related documents are true andcontain no untrue statements and do not omit important facts.  Purchaser’s principal shareholders aremanagers of the Business, and as such they are in a position to know of theexistence of any adverse material facts concerning the Business or the Seller’sAssets.

 

5.15         No Conflict.  To the best of Seller’sknowledge, performance of this Agreement by Seller will not conflict with anyregulations or agreements to which Seller is a party.  No authorization or filing, which has not already been completed,is necessary for Seller to perform this Agreement.

 

6.             Representations and Warranties by Purchaser. Purchaser represents and warrants to Seller as follows:

 

6.1           Organization. Purchaser is a corporation organized and in good standing under the lawsof the State of Utah and has full authority to enter into this Agreement and tocarry on its business and to own and operate its properties.

 

6.2           Authorization and Approval of Agreement.  Allactions required to be taken by Purchaser relating to the execution and performanceof this Agreement shall have been taken at or prior to the Closing.

 

6.3           Execution and Performance of Agreement.  Theperformance of this Agreement by Purchaser will not result in a default of anyAgreement to which Purchaser is a party. Purchaser has the authority to enter into this Agreement.

 

6.4           Litigation.  There is no claim, order,investigation or other proceeding, against Purchaser relating to thetransactions contemplated by this Agreement and Purchaser does not know or haveany reason to be aware of any basis for the same.

 

7.             Conduct of Business Prior to Closing.

 

7.1           Prior to the Closing, Seller shall conduct theBusiness only in a manner consistent with its prior practice and shall preserveits assets and properties in good condition and maintain insurance thereon inaccordance with present practices, and Seller will use its best efforts (i) topreserve the Business intact, (ii) to keep available the services of Seller’spresent employees, agents and independent contractors relating to the Business,(iii) to preserve the goodwill of Seller’s suppliers, customers, landlords andothers having business relations with it in connection with the Business, and(iv) to cooperate with Purchaser and assist in obtaining the consent of anyparty to any lease or contract with Seller where the consent of such party maybe required by reason of this Agreement.

 

7.2           If there is a change in any informationcontained in this Agreement or its related documents prior to closing, Sellershall give Purchaser prompt written notice.

 

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7.3           As it relates to the Business or the Seller’sAssets, Seller shall consult with and follow the recommendations of Purchaserwith respect to (i) canceling agreements to which Seller is a party, includingpurchase orders and commitments for capital expenditures or improvements, (ii)discontinuing particular items or operations and (iii) purchasing, pricing orselling policy (including selling merchandise at discounts); provided, however,that nothing contained in this Section shall require Seller to take action thatis likely to result in a penalty or claim for damages against Seller, or inlosses to Seller, or to interfere with the conduct of Seller’s businessoperations other than the Business consistent with prior practice, or to resultin a breach by Seller of any of its representations contained in this Agreement(unless the breach is waived by Purchaser).

 

8.             Access to Information and Documents. Prior to Closing, and for the period of twelve months following theClosing, upon Purchaser’s request, Seller shall give Purchaser reasonableaccess to Seller’s personnel and to its properties, documents and recordsrelating to the Business or to the Seller’s Assets.

 

9.             Bulk Sales Compliance. Purchaser waives Seller’s compliance with the Bulk Sales Law of anystate.  Seller agrees to pay all claimsof creditors that could be asserted against Purchaser because of suchnoncompliance unless such claims are assumed by Purchaser under thisAgreement.  Seller shall indemnifyPurchaser against any liability or expense, including attorneys’ fees, incurredby Purchaser by reason of the failure of Seller to pay such claims.

 

10.           Conditions Precedent to Purchaser’sObligations.  All obligations of Purchaser under thisAgreement are subject to, at Purchaser’s option, each of the followingconditions at or prior to the Closing, and Seller shall use its best efforts tocause each condition to be fulfilled:

 

10.1         All representations of Seller in thisAgreement or the related documents shall be correct when made and shall bedeemed to have been made again as of the Closing, and shall then be correctexcept for changes allowed under the terms of this Agreement.

 

10.2         All duties required by this Agreement to beperformed by Seller at or before the Closing shall be performed.

 

10.3         Between the date of this Agreement and theClosing, there shall be no material adverse change in the condition of Seller’sAssets or of Seller’s mini-enclosure business.

 

10.4         All documents required to be delivered toPurchaser at or prior to the Closing shall be delivered.

 

11.           Conditions Precedent to Seller’s Obligations.  Allobligations of Seller under this Agreement are subject to, at Seller’s option,each of the following conditions at or prior to the Closing, and Purchasershall use its best efforts to cause each condition to be fulfilled:

 

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11.1         All representations of Purchaser contained inthis Agreement or the related documents shall be correct when made and shall bedeemed to have been made again as of the Closing, and shall then be correctexcept for changes allowed under the terms of this Agreement.

 

11.2         All duties required by this Agreement to beperformed by Purchaser at or before the Closing shall be performed.

 

11.3         All documents required to be delivered toSeller at or prior to the Closing shall be delivered.

 

12.           Non-competition/Non-SolicitationAgreement of Seller. For a period of three years following the date hereof,Seller shall not, directly or indirectly, as principal, investor, or in anysimilar capacity (i) engage in the Business anywhere in the world, (ii) own,manage, operate or control, or participate in the ownership, management,operation or control of, any business which directly or indirectly competeswith the Business anywhere in the world, or (iii) with respect to the Businessinterfere with, disrupt or attempt to disrupt any present or prospectiverelationship, contractual or otherwise, between Purchaser and any of itslicensors, licensees, clients, customers, suppliers, employees or other relatedparties, or employ, solicit or induce for hire any of the employees, agents,consultants or advisors of Purchaser or any employee who has left the employmentof Purchaser within six months of the termination of said employee’s employmentwith Purchaser without the prior written consent of Purchaser; provided,however, that nothing herein shall preclude Seller from beneficially owningless than five percent of the stock of any publicly traded company or mergingwith any other entity.

 

13.           Non-Solicitation Agreement of Purchaser.For a period of three years following the date hereof, Purchaser shall not employ, solicit or induce foremployment, directly or indirectly, any employees of Seller or any individualwho has left the employment of Seller during the preceding six months withoutthe prior written consent of Seller.

 

14.           Cross-Referrals.  For a periodof two years following the date hereof, each party shall direct to the otherparty any inquiries it receives concerning the business conducted by such otherparty.

 

15.           Indemnification.

 

15.1         Seller shall indemnify Purchaser, and shallhold Purchaser harmless from:

 

15.1.1  anyloss suffered by Purchaser because a representation was not true, a warrantywas breached or a duty was not performed by Seller contained in this Agreementor a related document;

 

15.1.2  anyloss suffered by Purchaser as a result of, or in connection with, any ofSeller’s debts, obligations or liabilities that are not assumed by Purchaserunder this Agreement or under the Liabilities Undertaking;

 

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15.1.3  anydebts, obligations or liabilities of Seller, which exist as of the Closing Dateor which arise after that date but which are based upon any transaction, stateof facts or other condition which occurred on or before the Closing Date,except to the extent (i) reflected on the schedules attached to this Agreement,and (ii) assumed by Purchaser under the terms of the Liabilities Undertaking;and

 

15.1.4  anyclaims, judgments and expenses, including legal fees, incurred for any of theforegoing or for attempting to avoid or oppose the same or for enforcing thisindemnity.

 

15.2         Purchaser shall indemnify Seller, and shallhold Seller harmless from:

 

15.2.1  anyloss suffered by Seller because a representation was not true, a warranty wasbreached or a duty was not performed by Purchaser contained in this Agreementor a related document;

 

15.2.2  anydebts, obligations or liabilities of Seller assumed by Purchaser under thisAgreement or under the Liabilities Undertaking; and

 

15.2.3  anyclaims, judgments and expenses, including legal fees, incurred for any of theforegoing or for attempting to avoid or oppose the same or for enforcing thisindemnity.

 

16.           Nature and Survival of Representations andWarranties.  All representations and warranties containedin this Agreement shall survive the Closing.

 

17.           Notices.  Any notices described underthis Agreement shall be in writing and shall be deemed given when personallydelivered or mailed by first class registered mail, return receipt requested,addressed to the parties at the addresses set forth above.

 

18.           Arbitration.

 

18.1         Any action, dispute, controversy or claimbetween or among the parties, whether sounding in contract, tort, or otherwise(“Dispute”) shall, at the request of any party, be finally resolved byarbitration as set forth below, and shall include any Dispute arising out of orrelating to this Agreement or any agreements or instruments relating to thisAgreement or delivered in connection with this Agreement.  Any such Dispute shall be determined byarbitration in accordance with the Commercial Arbitration Rules of the AmericanArbitration Association.  Thearbitration proceedings shall be conducted in Salt Lake City, Utah.  The arbitrator(s) shall have thequalifications set forth in Section 18.2. All statutes of limitation which would otherwise be applicable in ajudicial action brought by a Party shall apply to any arbitration proceedingunder this Agreement.

 

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18.2         The arbitrator(s) shall be selected inaccordance with the rules of the American Arbitration Association from panelsmaintained by the Association.  A singlearbitrator shall be knowledgeable in the subject matter of the arbitrationproceeding.  If more than one arbitratoris selected, at least one of the arbitrators must be knowledgeable in thesubject matter of the Dispute and at least one of whom must be a practicingattorney.  If more than one arbitratoris selected, the controversy shall be decided by a majority vote of thearbitrators.  The arbitrator(s) mayaward recovery of all costs and fees (including attorneys’ fees, administrativefees, arbitrators’ fees, and court costs) to the prevailing party.  The arbitrator(s) also may grant provisionalor ancillary remedies such as, for example, injunctive relief, attachment, orthe appointment of a receiver, either during the pendency of the arbitrationproceeding or as part of the arbitration award.

 

18.3         Notwithstanding the applicability of otherlaw to any agreements or instruments between or among the parties, the FederalArbitration Act, 9 U.S.C. Sec. 1 *et seq.*shall apply to the construction and interpretation of this Agreement.

 

18.4         The parties acknowledge that they have readand understand the following disclosures:

 

ARBITRATION IS FINAL AND BINDING ON THE PARTIES.

 

THE PARTIES ARE WAIVING THEIR RIGHT TO LITIGATE IN COURT, INCLUDINGTHEIR RIGHT TO A JURY TRIAL.

 

PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED AND DIFFERENT FROMCOURT PROCEEDINGS.

 

ARBITRATORS’ AWARDS ARE NOT REQUIRED TO INCLUDE FACTUAL FINDINGS ORLEGAL REASONING AND ANY PARTY’S RIGHT TO APPEAL OR TO SEEK MODIFICATION OFRULINGS BY ARBITRATORS IS STRICTLY LIMITED.

 

19.           Legal and Other Costs.  Inthe event that any party defaults in its obligations under this Agreement and,as a result thereof, another party seeks to legally enforce its rightshereunder against the defaulting party, then, in addition to all damages andother remedies to which the non-defaulting party is entitled by reason of suchdefault, the defaulting party shall be liable for and shall promptly pay to thenon-defaulting party an amount equal to all costs and expenses (includingreasonable attorneys’ fees) paid or incurred by the non-defaulting party inconnection with such enforcement to the extent awarded by arbitration.

 

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20.           Subsequent Sale by Purchaser. If at any time within twelve (12) months from the date of Closing (i)the Purchaser shall sell all or substantially all of Seller’s Assets, or  (ii) the Purchaser or the shareholders ofPurchaser shall individually or collectively sell more than 50% of theoutstanding stock of Purchaser, and if the total consideration to be paid tothe Purchaser for such assets or stock is valued at more than $107,500, thenPurchaser or the shareholders of Purchaser, as the case may be, shall pay toSeller 50% of the total consideration received for such assets or stock inexcess of $107,500.

 

21.           Miscellaneous.

 

21.1         This writing contains theentire agreement of the parties concerning the subject matter hereof and it maynot be amended or terminated except by a written agreement signed by all theparties.

 

21.2         No waiver of any default is valid unless in writing and signed by thewaiving party, and no such waiver shall be deemed a waiver of any subsequentdefault.

 

21.3         This Agreement shall be binding upon and inure to the benefit of eachcorporate party, its successors and assigns, and each individual party heretoand his/her heirs, personal representatives, successors and assigns.

 

21.4         The paragraph headings are for the purposes of convenience only and arenot intended to define or limit the contents of the paragraphs.

 

21.5         Each party shall cooperate and take such further action as may bereasonably requested by any other party to carry out the provisions andpurposes of this Agreement.

 

21.6         This Agreement may be executed in one or more counterparts, all ofwhich taken together shall be deemed one original.

 

21.7         This Agreement and any amendments shall be governed by and construed inaccordance with laws of the State of Utah.

 

21.8         Any information revealed pursuant to this Agreement or previously inthe course of negotiations shall be held in confidence and solely for thepurpose of consummating this Agreement in allowing the parties to exerciseprudent care.  If this Agreement is not consummated,no further use shall be made of such information (except to the extent suchinformation was already known prior to this Agreement) and the parties may beheld accountable for any unauthorized use. If this Agreement is not consummated, the parties shall return alldocuments received from any party in connection with this Agreement.

 

21.9         Each provision of this Agreement shall be interpreted in such a way asto be valid under all laws, but in case any of the provisions shall be held tobe illegal or unenforceable, such illegality or unenforceability shall notaffect any other provision and this Agreement shall be

 

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interpretedas if the invalid provision was not included unless the absence of suchprovision would make completing the transactions contemplated herebyunreasonable.

 

21.10       Either party shall have fifteen (15) days from receipt of a writtennotice to cure any default hereunder.

 

IN WITNESS WHEREOF, the parties have caused this Agreement to be signedas of the date first above written.

 

 
|   | SELLER:                       |
|--------|-------------------------------|
|   | DAW  TECHNOLOGIES, INC.       |
|   | A  Utah corporation           |
|   |                          |
|   |                          |
|   | By:                           | /s/ James C. Collings |   |
|   | Its:   CEO               |
|   |                          |
|   |                          |
|   | PURCHASER:                    |
|   | INTELLIGENT  ENCLOSURES INC., |
|   | a  Utah corporation           |
|   |                          |
|   |                          |
|   | By:                           | /s/ Roderick C. St.Vaughan |   |
|   | Its:   President         |

 

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SCHEDULE OF EXHIBITS

 
| Exhibit A |   | Bill of Sale  and Assignment                           |
|-----------|--------|--------------------------------------------------------|
| Exhibit B |   | Promissory  Note in the principal amount of $12,000.00 |
| Exhibit C |   | Promissory  Note in the principal amount of $57,500.00 |
| Exhibit D |   | Liabilities  Undertaking                               |
| Exhibit E |   | Intellectual  Property Assignment                      |
| Exhibit F |   | Domain Name  Assignment                                |
| Exhibit G |   | Allocation  of Purchase Price                          |

 

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