Asset Purchase Agreement dated April 17, 2007

Exhibit 10.2

    ASSETS
      PURCHASE AGREEMENT

    


    


    THIS
      IS AN AGREEMENT made as of the 17th day of April, 2007 by and among:


    


    LINDLEY
      ACQUISITION CORP.

    a
      Connecticut corporation

    with
      a place of business at 

    83
      Red Barn Road

    Monroe,
      CT
      06408                                                                                            
("Buyer")
      

      

    and
      

    


    LINDLEY
      FOOD SERVICES CORPORATION 

    a
      Connecticut corporation

    with
      a place of business at

    201
      Wallace Street

    New
      Haven, CT
      06511                                                          
("Lindley
      Food Service")

    


    and
      

    


    HOST
      AMERICA CORPORATION 

    a
      Colorado corporation

    with
      a place of business at

    2
      Broadway

    Hamden,
      CT
      06518                                                                                           ("Parent")

    


     

    WHEREAS,
      Lindley Food Service and Parent are hereinafter collectively referred to as
      the
“Seller”; and 

     

    WHEREAS,
      the Seller owns and operates a business which engages in the food service
      business consisting of contract packaging, school meals and senior feeding
      services (the "Business");
      and 

    


    WHEREAS,
      the Seller desires to sell substantially all of the assets of the Business,
      tangible and intangible, including without limitation all rights to the name
      "Lindley Food Services" (but excluding the Excluded Assets as hereinafter
      defined); and 

    


    WHEREAS,
      the Buyer is willing to purchase said assets on the terms and subject to the
      conditions hereinafter set forth; and 

    


    
      
        
        

      

      
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    NOW,
      THEREFORE, IN VIEW OF THE FOREGOING AND IN CONSIDERATION OF THE MUTUAL PROMISES
      HEREINAFTER SET FORTH, THE PARTIES HERETO DO HEREBY REPRESENT, WARRANT, COVENANT
      AND AGREE AS FOLLOWS:

    


    (reference
      being hereby made to Appendix
      I
      for the definition of certain capitalized terms.)

    


    1. Sale
      and Purchase of Certain Assets.
      

    


    On
      the terms and subject to the conditions contained herein, at the Closing, the
      Seller will sell, transfer, assign, convey and deliver to the Buyer, and the
      Buyer will purchase from the Seller, for the consideration hereinafter set
      forth, substantially all of the Seller’s assets relating to the Business,
      tangible and intangible, of every kind, nature and description, wherever located
      and whether or not recorded on the books of Seller, in connection with the
      operation of the Business, as described below: 

    


    (a) the
      Business as a going concern; 

    


    (b) all
      of Seller's inventory (including food and non-food inventory) relating to the
      Business as shall exist on the Closing Date (the “Inventory”).
      Such Inventory in existence as of the date hereof is described on attached
      Schedule
      1(b);  

    


    (c) all
      of Seller's machinery, equipment, furniture, vehicles, fixtures (excluding
      any
      fixtures located at 2 Broadway, Hamden, Connecticut), computer equipment
      (excluding any computer equipment located at 2 Broadway, Hamden, Connecticut),
      and other personal property which is related to the Business, all as described
      on Schedule
      1(c) attached
      hereto (all such assets being hereinafter referred to as the "Other
      Tangible Assets");
      

    


    (d) All
      of Seller’s accounts receivable relating to the Business as shall exist on the
      Closing Date (“Accounts
      Receivable”)
      and any Indebtedness owing to Seller, Seller's rights in respect of orders,
      contracts and agreements for the purchase or sale of goods, services, including,
      without limitation, any existing service agreements, customer accounts, bid
      and
      performance bonds, deposits, and work in process, all of which specifically
      relate to the Business and, as exist on the date hereof, are as described on
      Schedule
      1(d)
      attached hereto (all such assets being hereinafter referred to as the
      "Purchased
      Contracts");
      

     

    (e) all
      of Seller's good will, prospect sales lists, sales reports, costs sheets,
      processes, relations with customers, customer lists, relations with suppliers,
      supplier lists, know-how and copyrights, all of which are specifically related
      to the Business and are as described in Schedule
      1(e) and
      the rights of Seller to the trademarks, service marks, copyrights, copyrightable
      materials, the name “Lindley Food Service” in all of its various trade styles
      and trade names (all such assets being hereinafter referred to as the
      "Intangible
      Assets");
      and

    


    (f) the
      leases for real estate and capital equipment relating to the Business as set
      forth on Schedule
      1(f)
      (the “Assumed
      Leases”);
      and 

    


    
      
        
        

      

      
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    (g) all
      cash on hand in collected funds of the Business on the Closing
      Date;

    


    ((a)
      - (g) being hereinafter collectively referred to as the "Purchased
      Assets").

    


    (h) Anything
      to the contrary in this Section 1 notwithstanding, the Purchased Assets shall
      not include the following assets of the Seller (the "Excluded
      Assets"):
      (i) deferred Taxes, and the right to receive any refunds of Taxes paid by Seller
      prior to the Closing; (ii) any and all net operating loss carryforwards; (iii)
      any refunds of unearned insurance premiums; (iv) any and all employee pension,
      retirement, profit sharing, bonus, incentive, deferred compensation or other
      employee benefit plans, and any related trust or assets thereof; (v) the rights
      of Seller under this Agreement and any agreement entered into pursuant hereto;
      (vi) all assets, rights and properties of Seller relating to its corporate
      governance and administration, including corporate minute books, corporate
      seals
      and stockholder records; (vii) Seller's Tax records and Tax returns; (viii)
      any
      tangible assets located at 2 Broadway, Hamden, Connecticut; and (ix) any other
      item not specifically listed in (a) through (f) above. 

     

    2. Consideration.
      

    


    (a) Purchase
      Price.
      In consideration for the Purchased Assets to be sold to the Buyer hereunder,
      and
      the other covenants and provisions hereof to be performed by the Seller and
      subject to the adjustments and set-offs provided for hereunder, Buyer shall
      pay
      $2,500,000 to the Seller (as the same may be adjusted as described herein,
      "Purchase
      Price")
      at the Closing upon fulfillment of all conditions as described herein.


    


    (b) Adjustments.
      The Purchase Price has been agreed upon based on an initial Net Asset Value
      of
      $2,395,193.00 (collectively, the “Initial
      Net Asset Value”)
      determined as set forth on Schedule
      2(b)
      attached hereto. The Net
      Asset Value
      as of a given date shall mean the amount calculated by subtracting the Assumed
      Liabilities as of that date from the Total Assets of the Company all as
      calculated in accordance with the methods used in determining the Initial Net
      Asset Value as shown on Schedule
      2(b)
      On the day that is two (2) business days prior to the Closing, the Seller and
      the Buyer shall determine the Net Asset Value as of such date (the “Estimated
      Closing Net Asset Value”).
      Based upon the entries on the Estimated Closing Net Asset Value plus
      $104,807, the Purchase
      Price to be paid by the Buyer on the Closing Date pursuant to Section 2(a)
      above
      shall be (a) increased by $1.00 for each $1.00 by which the Estimated Closing
      Net Asset Value exceeds the Initial Net Asset Value and (b) decreased by $1.00
      for each $1.00 that the Estimated Closing Net Asset Value is less than the
      Initial Net Asset Value but in no circumstances will the purchase price be
      adjusted below $2,245,000 so long as the Estimated Closing Net Asset Value
      (and
      actual Net asset Value on the Closing date) is not less than $2,145, 000.00
      .
      The adjustments in the Purchase shall be rounded to the nearest whole dollar
      amount. The Estimated Closing Net Asset Value shall be executed by the Buyer
      and
      the Seller.

    


    (c) Specific
      Inventory Adjustment.
      Buyer and Seller acknowledge that for the 12 month period of calendar year
      2006,
      Lindley’s cost of goods sold as reflected on its monthly income

     

    
      
        
        

      

      
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    statements
      did not exceed 48% of sales (as more particularly set forth on Schedule
      2(c))
      for any month during such period. As a result, Buyer and Seller have agreed
      that, on the Estimated Closing Net Asset Value, the value of Inventory shall
      be
      $459,781 which represents the monthly average Inventory for the 12 month period
      of calendar year 2006. The Inventory used in calculating the Post Closing
      Valuation described below will be adjusted upward if necessary to equal such
      48%
      of sales for the last completed month prior to the Closing Date and the Purchase
      Price will be increased accordingly. In the event the value of the Inventory
      determined by the Post Closing Valuation described below results in a cost
      of
      goods sold less than or equal to 48% of sales for the last completed month
      prior
      to the Closing Date, there will be no adjustments made to the Purchase Price
      as
      a result of this paragraph. For example, if sales for the last completed month
      prior to the Closing Date equaled $1,300,000 and cost of goods sold was $663,000
      or 51% of such sales, then the purchase price will be increased by $39,000
      which
      represents the 3% of cost of goods sold above 48%. Provided the provisions
      of
      this paragraph shall have been complied with, nothing herein shall affect other
      adjustments to the Purchase Price provided for elsewhere herein.

    


    (d) Valuation.
      It is acknowledged by Buyer and Seller that Host must obtain an independent
      valuation of the Business to determine if the Purchase Price is a fair purchase
      price (the “Valuation”). 

    


    (e) Post
      Closing Valuation.
      During the 90 day period following the Closing (the “Review Period”), Buyer and
      Seller shall each have the independent right to review the final determinations
      of the Estimated Closing Net Asset Value and all other closing adjustments,
      including without limitation any costs paid by Buyer which under the terms
      hereof were to have been the obligation of Seller, occurring either before
      or
      after the Closing Date (such closing adjustments being hereinafter referred
      to
      as the “Closing Adjustments”). At or before the conclusion of the Review Period,
      the following terms shall apply:

    


    (i) If
      Buyer and Seller mutually agree that the actual Net Asset Value on the Closing
      Date was less than the Estimated Closing Net Asset Value, or that Purchase
      Price
      has been otherwise overstated based on a review of the Closing Adjustments
      (in
      either case, an “Overpayment”), then at the end of the Review Period, or such
      earlier time as Buyer and Seller agree to in writing, Seller shall pay, in
      cash
      or current funds $1.00 for each $1.00 of Overpayment to Buyer but not in an
      amount which reduces the Purchase Price below that determined under Section
      2(c)
      above. In the event the Seller fails to pay the Overpayment to Buyer as and
      when
      due, said Overpayment shall accrue interest thereon at the rate of 12% per
      annum
      from and after the expiration of the Review Period, and such interest shall
      be
      due and payable with said Overpayment.

    


    (ii) If
      Buyer and Seller mutually agree that the actual Net Asset Value on the Closing
      Date was greater than that contained in the Estimated Closing Net Asset Value,
      or that the Purchase Price has been otherwise understated based on a review
      of
      the Closing Adjustments (in either case, an “Underpayment”), then at the end of
      the Review Period, or at such earlier time as Buyer and Seller agree to in
      writing, Buyer shall pay, in cash or current funds, $1.00 for each $1.00 of
      Underpayment to Seller. In the event the Buyer fails to pay the Underpayment
      to
      Seller as and when due, said Underpayment shall accrue interest thereon at
      the
      rate of 12% per annum from and

     

    
      
        
        

      

      
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    after
      the expiration of the Review Period, and such interest shall be due and payable
      with said Underpayment.

    


    (iv) If
      Seller and Buyer cannot agree as to whether the Purchase Price has been
      overstated or understated, then the matter shall be arbitrated in accordance
      with the provisions of Section 22 hereof.

    


    3. Closing.
      

    


    The
      Closing of the sale and purchase of the Purchased Assets hereunder shall be
      held
      at the offices of Rogin, Nassau, Caplan, Lassman & Hirtle, LLC, 195 Church
      Street, New Haven, Connecticut at 2:00 p.m. on the last Friday of the month
      after the satisfaction of the condition set forth in Section 9(e) below, or
      at
      such other place, time or date as the Buyer and the Seller may mutually agree
      (such closing herein called the "Closing"
      and such date on which the Closing actually takes place is herein called the
      "Closing
      Date"),
      time being of the essence of this Agreement. In any event, the Closing Date
      shall be as early as practicable. 

    


    (a) Deliveries
      by Buyer at the Closing:

    


    1. The
      Purchase Price in U.S. Dollars, wired to the Seller in accordance with the
      Seller’s instructions. 

     

    2. A
      Good Standing Certificate of the Buyer. 

    


    3. A
      Certificate of the Buyer, dated as of the Closing Date, certifying in such
      detail as Seller may reasonably request to the fulfillment of the conditions
      set
      forth in Section 9;

     

    (b)
       Deliveries
      by Seller at the Closing:

    


    1. Good
      Standing Certificates of Seller in their respective states of incorporation.
      

    


    2. A
      Certificate of Seller, dated as of the Closing Date, certifying in such detail
      as Buyer may reasonably request to the fulfillment of the conditions set forth
      in Section 8. 

    


    3. Warranty
      bills of sale and other good and sufficient instruments of transfer, assignment
      and conveyance as shall be effective to transfer to and vest in the Buyer good
      and marketable fee simple title to the Purchased Assets, free and clear of
      any
      and all liens, claims and encumbrances of any kind, nature and description,
      all
      in form satisfactory to counsel for the Buyer.

    


    
      
        
        

      

      
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    4. Any
      and all records relating to any and all of the Purchased Assets and the
      Business, including without limitation any and all customer lists, supplier
      lists, purchase orders, employee records and such other records and documents
      as
      Buyer shall reasonably require. 

    


    5. Originally
      signed contracts or similar type items evidencing the Purchased Contracts.
      

     

    6.
A
      release of all Liens against the Purchased Assets . 
 

    7. Letters
      issued of recent date by the State of Connecticut Department of Revenue Services
      with respect to the payment of taxes by Lindley.

     

    8.
The
      Non-Competes referenced in Section 19 below.

     

    9. The
      documents evidencing the assumption of the Food Broker’s Loan as described in
      Section 8(h) below.

    


    10. An
      original executed change of name of Lindley Food Service to a dissimilar name
      on
      forms prescribed by the Connecticut Secretary of State, together with the
      applicable filing fee.

    


    11. Assignments
      of current disability and life insurance policies issued on the life of, or
      for
      the benefit of Mark Cerreta and Gilbert Rossomondo to the extent the same are
      assignable.

     

    (c) Buyer
      and Seller shall deliver to the other such other documents, including certified
      resolutions of their Board of Directors (and or shareholders), as applicable,
      authorizing the transactions contemplated hereunder, and take such other action
      as may be provided for herein or contemplated hereby. 

    


    (d) Buyer,
      Seller and/or Parent shall execute and deliver to one another such other
      instruments and documents as shall be necessary and proper to carry out this
      Agreement, including, but no limited to, the Estimated Closing Net Asset Value,
      a listing of all Accounts Receivable, accounts payable and Inventory as used
      to
      determine Estimated Closing Net Asset Value, an assignment and assumption
      agreement(s) including without limitation with respect to the Food Brokers
      Loan
      and assignments and assumptions of leases in form, substance and content
      reasonably satisfactory to the parties, fully executed by Buyer and Seller
      to
      which Buyer assumes and Seller assigns, as of the Closing Date, the future
      payment and performance of the Assumed Liabilities and the Assumed Leases.
      

     

    (e) Personal
      property Taxes, deposits, prepayments and/or payments under Assumed Liabilities
      (hereinafter defined), employee benefits and sick and vacation pay and all
      other
      continuing items relating to the operation of the Business being purchased
      as
      set forth herein shall be adjusted at the Closing as of the Closing Date in
      accordance with the local custom in New Haven County, Connecticut. All sales,
      use and excise taxes shall be paid by Buyer. 

    


    
      
        
        

      

      
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    (f) Parent,
      Seller and Gilbert Rossomando and Mark Cerreta shall enter into an agreement
      terminating all agreements between Seller and/or Parent on the one hand and
      said
      Rossomando and/or Cerreta on the other hand, except that Gilbert Rossomando
      may
      continue as a director of Parent pending subsequent election of directors
      pursuant to Parent’s governing documents.

     

    (g) On
      the day of the Closing Date, representatives of Seller and Buyer shall prepare
      a
      Schedule (Schedule
      3(g))
      to this Agreement which shall be executed by Seller and Buyer and which shall
      establish the final Purchase Price as adjusted as described herein. Such
Schedule
      3(g) shall
      be appended hereto, shall be a part hereof and shall represent the final
      determination of the Purchase Price for purposes of the Closing. 

    


    (h) In
      connection with the Closing, Seller shall take or cause to be taken all actions
      as may reasonably be required by Buyer to take actual possession and control
      of
      the Purchased Assets. Buyer shall be solely responsible for any costs it incurs
      which are associated with the physical removal and delivery of the Purchased
      Assets to Buyer and shall be responsible for any costs or damages associated
      with such physical removal or delivery of the Purchased Assets which are
      incurred by Seller and which are not the result of Seller’s negligence.


    


    4. Access.
      

    


    Between
      the date hereof and the Closing Date, Seller will (a) provide, to the officers
      and other authorized representatives of Buyer, full access, during normal
      business hours, to any and all premises, properties, files, books, records,
      documents, and other information of the Business and will cause its officers
      to
      furnish to Buyer and its authorized representatives any and all financial,
      technical and operating data and other information pertaining to the Business
      and properties of the Business and (b) make available for inspection and copying
      by Buyer true and complete copies of any documents relating to the
      foregoing.

    


    5. Liabilities.
      

    


    Except
      for the Assumed Leases and the Assumed Liabilities, Buyer does not assume any
      liabilities or obligations of Seller. Attached hereto as Schedule
      5
      is a listing of the Purchased Contracts, the Assumed Leases, the Assumed
      Liabilities, including without limitation the Food Broker Loan, and other items
      which Buyer shall assume (collectively, the "Assumed
      Liabilities").
      The Assumed Liabilities shall be the only liabilities or obligations of Seller
      which are assumed hereunder by Buyer. Any and all obligations of Seller, or
      related to the Assets, which are not Assumed Liabilities, shall remain the
      liabilities and obligations of the Seller, and Seller shall remain solely
      responsible for their payment and performance when due. The Buyer agrees to
      honor the Seller’s obligations under the Assumed Liabilities and the Assumed
      Leases in accordance with the terms of such items and to indemnify Seller
      against any liability in connection therewith in accordance with Section 11
      hereof. 

    


    
      
        
        

      

      
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    6. Assumed
      Liabilities. 

    


    It
      is the intent of the parties hereto that Buyer shall assume the responsibility
      to perform services with respect to the Assumed Liabilities as of the Closing
      Date. Buyer shall be responsible for all expenses related to the Assumed
      Liabilities on and after the Closing Date. Any payments respecting such services
      received by Seller for any period after the Closing Date shall be promptly
      remitted in kind, by such Seller to Buyer. Any expenses incurred in connection
      with the Assumed Liabilities on and after the Closing Date shall be repaid
      by
      Buyer.

    


    7. Seller’s
      Employees.

    


    It
      is anticipated that in connection with the consummation of the transactions
      contemplated by this Agreement, Seller will terminate the employment all
      employees of Seller in connection with the Business. Buyer will be responsible
      for all obligations to such employees arising after the Closing
      Date.

    


    8. Conditions
      Precedent to Buyer's Obligations.
      

    


    Buyer's
      obligation to close the transactions described herein are expressly conditioned
      upon the fulfillment of each and all of the following: 

    


    (a) All
      obligations of Seller hereunder shall have been fully performed to the
      satisfaction of Buyer.

    


    (b) The
      Business being operated between the date hereof and the Closing Date in the
      ordinary course and there having occurred since January 1, 2007, it being
      acknowledged however that the shareholders of Buyer will continue to operate
      the
      Business as employees of Seller or Parent as the case may be until the Closing
      shall have been consummated. 

    


    (c) All
      warranties and representations hereinafter of the Seller set forth being true
      when made and being true on the Closing Date as though made at and respecting
      each such time and all of Seller’s covenants having been fully performed on such
      date. 

    


    (d) Neither
      Seller, nor the Business nor any of the Purchased Assets being subject to any
      material litigation and no such litigation being in any way pending or
      threatened. 

    


    (e) All
      other parties to any of the Assumed Liabilities having consented to Buyer's
      assuming the Assumed Liabilities and agreeing to Buyer's performance thereunder
      from and after the Closing Date.

    


    (f) All
      actions to be taken by the Seller in connection with consummation of each of
      the
      transactions contemplated hereby and all documents, instruments or agreements
      required to effect the transactions contemplated hereby will be satisfactory
      in
      form and substance to the Buyer.

    


    (g) Buyer
      shall have completed a due diligence review of the Purchased Assets and the
      Business, the results of which shall be reasonably satisfactory to Buyer.


    


    
      
        
        

      

      
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    (h) With
      respect to the assumption of the Food Brokers Loan, execution of acceptable
      assignment and assumption agreements between Parent, the Buyer, and Food
      Brokers, Inc.confirming or relating to :

    


    (i) there
      being no uncured default which has been declared and is continuing under the
      documents evidencing the Food Brokers Loan;

    


    (ii) Parent’s
      assignment of the rights it has in the $250,000.00 cash collateral account
      presently being held in connection with the Food Brokers Loan;

    


    (iii) the
      assignment to the Buyer of all non-competition and non-solicitation and
      indemnity agreements from Food Brokers, Inc. and its principals to Parent and/or
      the Seller (the “Food Broker’s Non-Competes”) in form and substance reasonably
      acceptable to Buyer;

    


    (iv) Food
      Brokers, Inc. agreement to the Buyer’s assumption of the Food Broker’s Loan and
      the Food Broker’s Non-Competes and the execution of documents evidencing all of
      the above in form and substance satisfactory to the parties..

    


    (i) Buyer
      shall have received a commitment for financing in the amount of at least
      $2,400,000 upon generally available market terms.

    


    (j) In
      the event Buyer has not provided notice to Seller that any such condition has
      not been fulfilled within 90 days after the date hereof, all conditions
      described above shall be deemed to be fulfilled. Notwithstanding Buyer shall
      use
      its best efforts to fulfill such conditions as soon as possible. This time
      limitation shall not apply to Section 8(h) and (i) above

    


    9. Conditions
      Precedent to Seller’s and Parent’s Obligations.
      

     

    (a) All
      obligations of Buyer hereunder shall have been fully performed to the
      satisfaction of Seller.

    


    (b) All
      warranties and representations of the Buyer hereinafter set forth being true
      when made and being true on the Closing Date as though made at and respecting
      each such time and all of Seller’s covenants having been fully performed on such
      date. 

    


    (c) The
      Buyer not being subject to any material litigation and no such litigation being
      in any way pending or threatened. 

    


    (d) All
      actions to be taken by the Buyer in connection with consummation of each of
      the
      transactions contemplated hereby and all documents, instruments or agreements
      required to effect the transactions contemplated hereby will be satisfactory
      in
      form and substance to the Seller. 

     

    (e) Parent
      shall have received the authorization of its board of directors and shareholders
      and of the United States Securities and Exchange Commission (“SEC”) and any
      other

     

    
      
        
        

      

      
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    governmental
      authority having jurisdiction over Seller or Parent to consummate the
      transactions contemplated by this Agreement. 

    


    (f) In
      the event Seller has not provided notice to Buyer that any such condition has
      not been fulfilled within 90 days after the date hereof, all conditions
      described above shall be deemed to be fulfilled. This time limitation shall
      not
      apply to Section 9(e) above. Notwithstanding, Seller and Parent shall use their
      best efforts to fulfill such conditions as soon as possible.

    


    10. Representations
      and Warranties of the Seller and Parent.
      

    


    Seller
      and Parent represents and warrants to and agrees with the Buyer as follows:
      

    


    (a) Lindley
      Food Service is a corporation duly organized and validly existing under the
      laws
      of the State of Connecticut with full authority to conduct its business as
      presently conducted. Lindley Food Service has all licenses and permits required
      by any governmental authority to own and operate its properties and to carry
      on
      the Business activities as presently conducted in all states in which it
      conducts business. Parent is a corporation duly organized, validly existing
      and
      in good standing under the laws of the State of Colorado. Parent has full
      corporate power and authority to own its properties and conduct the business
      presently being conducted by it, to execute this Agreement, and to consummate
      the transactions contemplated by this Agreement 

    


    (b) The
      execution and delivery of this Agreement has been duly authorized by all
      necessary corporate action of Seller and Parent (including without limitation
      the consent of Parent's shareholders, if required) and does not, and the
      performance of the transactions contemplated hereby will not, materially breach
      or materially violate any of the provisions of Seller's or Parent’s Articles of
      Incorporation or By-Laws or any material agreement, judgment or law respecting
      which Seller is a party or is bound or affected. 

    


    (c) 
      No Tax which is or may result in a lien on any of the Purchased Assets that
      is
      due at the time of Closing will be unpaid at the time of Closing. With respect
      to Taxes: (i) Seller shall be responsible for and pay when due all of Seller’s
      Taxes attributable to, levied or imposed upon or incurred in connection with
      the
      Purchased Assets or the Business relating or pertaining to the period (or that
      portion of any period) ending on or prior to the Closing Date, and Buyer shall
      be responsible for and pay when due all taxes attributable to, levied or imposed
      upon or incurred in connection with the Purchased Assets or the Business
      relating or pertaining to the period (or that portion of any period) ending
      after the Closing Date. Seller shall continue to timely file within the time
      period for filing, or any extension granted with respect thereto, all of
      Seller’s Tax Returns required to be filed in connection with the Purchased
      Assets and such Tax Returns shall be true and correct and completed in
      accordance with applicable laws.

    


    (ii) No
      new elections with respect to Taxes, or any changes in current elections with
      respect to Taxes, affecting the Purchased Assets shall be made after the date
      of
      this Agreement without the prior written consent of Buyer.

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (iii) Seller
      and Buyer shall each (i) provide the other with such assistance as may
      reasonably be requested by any of them in connection with the preparation of
      any
      Return, audit or other examination by any taxing authority or judicial or
      administrative proceeding relating to liability for Taxes, (ii) retain and
      provide the other with any records or other information which may be relevant
      to
      such Return, audit or examination, proceeding or determination, and (iii)
      provide the other with any final determination of any such audit or examination,
      proceeding or determination that affects any amount required to be shown on
      any
      Return of the other for any period. Without limiting the generality of the
      foregoing, Buyer and Seller shall retain, until the applicable statutes of
      limitations (including any extensions) have expired, copies of all Returns,
      supporting work schedules and other records or information which may be relevant
      to such Returns for all tax periods or portions thereof ending before or
      including the Closing Date and shall not destroy or otherwise dispose of any
      such records without first providing the other party with a reasonable
      opportunity to review and copy the same.

    


    (d) To
      Seller’s knowledge, there is no legal action, suit or governmental proceeding or
      investigation pending or threatened against or affecting the Purchased Assets
      and Seller is not subject to any order, writ, injunction or decree of any court
      or governmental authority with respect to the sale of the Purchased Assets.
      The
      Seller’s conduct of the Business is in material compliance with all laws,
      ordinances, rules, regulations or orders that are applicable to it or them
      and
      that would affect the Business. Schedule
      10(d)
      lists all permits, consents, approvals, licenses and other like instruments
      issued under health, safety or environmental protection laws which are currently
      held by Seller relating to the Business.

    


    (e) No
      representation or warranty of Seller contained herein, or information with
      respect to Seller contained herein or in any Schedule hereto or in any
      statement, certificate or other document furnished or to be furnished to the
      Buyer by Seller pursuant hereto or in connection with the transactions
      contemplated hereby, contains or will contain any untrue statement of material
      fact or omits or will omit to state any material fact necessary to make the
      statements herein and the Schedules hereto not false or misleading.


    


    (f) The
      Seller has good and marketable title to all of the Purchased Assets free and
      clear of all tile defects, liens, claims or other encumbrances. All of the
      Purchased Assets are sold “As
      Is”,
      and where is, and without warranties as to merchantability or fitness for a
      particular purpose. Notwithstanding the foregoing, all Inventory shall be
      saleable on the Closing Date as reported by Lindley to Host in a manner
      consistent with such reporting over the 12 month period prior to the Closing
      Date. If any Inventory is considered by Buyer to be non-salable, a listing
      of
      such Inventory will be provided by Buyer to Seller at least two (2) days prior
      to the Closing. Any such non-salable inventory will not affect the adjustment
      provided for in Section 2(c) above. 

    


    (g) No
      other party will, on the Closing Date, have any right to or interest in any
      of
      the Purchased Assets or any right to acquire any interest in the Business or
      any
      of the Purchased Assets. 

    


    (h) To
      Seller’s knowledge, the financial statements attached hereto as Schedule
      10(h),
      including the comments and notes contained therein are true and complete and
      fairly present, with respect to the Business: (i) the financial position of
      Seller at the date thereof and the results of

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    its
      operations for the period purported to be covered thereby and (ii) the book
      values of all the Purchased Assets at the date thereof. Each such financial
      statement has been prepared in conformity with GAAP applied on a consistent
      basis throughout all periods involved. 

    


    (i) To
      Seller’s knowledge, there is no labor strike, grievance, procedure, arbitration
      proceeding or organizational drive pending or threatened against Seller.


    


    (j) All
      Purchased Contracts are valid and in effect.  Seller has not received
      notice of default under any Purchased Contracts, and knows of no event that
      has
      occurred or that is expected to occur which (after notice and lapse of time
      or
      both) would become a breach or default under any such Purchased Contract. 


    


    11. Representations
      and Warranties of the Buyer.
      

    


    Buyer
      represents and warrants to and agrees with Seller as follows: 

    


    (a) Buyer
      is a corporation, duly organized, validly existing and in good standing under
      the laws of Connecticut. Buyer has all requisite corporate power and authority
      to own, lease and operate its properties, to carry on its business as now being
      conducted and to execute, deliver and perform this Agreement and all writings
      relating hereto. 

    


    (b) The
      execution and delivery of this Agreement has been duly authorized by all
      necessary corporate action of Buyer (including without limitation the consent
      of
      Buyer’s shareholders, if required) and does not, and the performance of the
      transactions contemplated hereby will not, materially breach or materially
      violate any of the provisions of the Buyer’s Articles of Incorporation or
      By-Laws or any material agreement, judgment or law respecting which any Buyer
      is
      a party or is bound or affected. 

    


    (c) Buyer
      has been provided with adequate opportunities to review contracts, assess the
      Purchased Assets and otherwise satisfy itself with the value of the Purchased
      Assets. 

    


    (d) Buyer
      has all necessary licenses, permits and other approvals necessary to conduct
      its
      affairs and operate the Business post-Closing. 

    


    (e)
      To
      Buyer’s knowledge, there is no legal action, suit or governmental
proceeding
      or investigation pending or threatened against or affecting the Purchased Assets
      and Buyer is mot subject to any order, writ, injunction or decree of any court
      or governmental authority with respect to the Purchased Assets. 

    


    (f) Buyer
      acknowledges that its shareholders have operated the Business on a day-to-day
      basis as employees of Seller. Buyer has no knowledge of any breach of the
      representations of Seller contained in Sections 10(d), (i) or (j)
      above.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    12. Conduct
      of Business.
      

    


    (a) From
      the date hereof until the Closing Date, the Seller will: (i) conduct the
      Business only in the ordinary course; (ii) maintain the general character of
      the
      Business; (iii) maintain the Purchased Assets in good repair and condition,
      ordinary wear and tear alone excepted; (iv) maintain in all material respects
      all necessary insurance coverage and all necessary licenses and permits,
      governmental or otherwise; (v) use its best efforts to preserve its good will
      and the good will of its suppliers, customers and others having business
      re1ationships with it; (vi) provide the Buyer with all such information
      concerning its business, affairs, products and the like, as the Buyer may
      reasonably request; and (vii) permit the Buyer and its representatives to
      examine its books, records and properties, and its auditor's work papers
      associated with and supporting its financial statements, at all reasonable
      times, provided reasonable notice shall have been given to the Seller.


    


    (b) From
      the date hereof until the Closing, the Seller will not: (i) mortgage, pledge
      or
      borrow or subject to lien or other encumbrance any of the Purchased Assets
      that
      will not be fully paid and discharged on the Closing Date; (ii) sell or
      otherwise dispose of any of the Purchased Assets, except Inventory in the
      ordinary course of business; and (iii) in connection with the Business, enter
      into any agreement, contract, or commitment other than in the ordinary course
      of
      business.

    


    13. Confidentiality.
      

    


    (a) Confidentiality
      Obligations of Seller 

    


    (1)    Seller
      acknowledges and agrees that it possesses confidential information related
      to
      the Buyer, the Business and the Purchased Assets, the improper disclosure or
      misuse of which would materially adversely affect the ability of Buyer to make
      use of the Purchased Assets.

    


    (2)
      Other than as may be required by any applicable law, rule or regulation, Seller,
      and any agent or representative of it, shall not, without prior written consent
      of the Buyer, disclose any proprietary information relating to the Buyer, the
      Business or the Purchased Assets (“Confidential
      Information").
      Confidential Information shall not include information that becomes publicly
      available through no act of the disclosing party, is received rightfully from
      a
      third party without duty of confidentiality, is disclosed under operation of
      law, or is disclosed with the prior written permission of the Buyer.


    


    (3) Other
      than in connection with the Business, Seller agrees that it will not at any
      time
      or in any manner, either directly or indirectly, use any Confidential
      Information for their own benefit, and that they will protect such information
      and treat it as strictly confidential. Buyer shall be entitled to an injunction
      to restrain Seller from disclosing, in whole or in part, any Confidential
      Information, or from providing any services to any party to whom such
      information has been disclosed or may be disclosed. Buyer shall not be
      prohibited by this provision from pursuing other remedies, including claims
      for
      losses or damages. 

    


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    (b) Confidentiality
      Obligations of Buyer 

    


    (1) Buyer
      will hold in confidence, and will not use to the detriment of Seller, any data
      and information obtained from Seller or Parent in connection with this
      Agreement. Upon termination of this Agreement for any reason, Buyer shall return
      promptly to Seller all printed information received by Buyer from Seller in
      connection with the proposed transaction and deliver to Seller or destroy all
      copies of such printed material which may have been made by Buyer or its
      representatives. 

    


    (2) In
      the event Buyer does not purchase the Purchased Assets, Buyer shall not, unless
      required by any applicable law, rule or regulation, without prior permission
      of
      Seller, disclose any proprietary information relating to Seller, the Business
      or
      the Purchased Assets (collectively, "Seller's
      Confidential Information").
      Seller's Confidential Information shall not include any other information that
      becomes publicly available through no act of the disclosing party, is received
      rightfully from a third party without duty of confidentiality, is disclosed
      under operation of law, or is disclosed with the prior written permission of
      the
      Seller. 

    


    (3) Buyer
      agrees that it will not at any time or in any manner, either directly or
      indirectly, use any of Seller's Confidential Information for its own benefit,
      and that it will protect such information and treat it as strictly confidential.
      Seller shall be entitled to an injunction to restrain Buyer from disclosing,
      in
      whole or in part, Seller’s Confidential Information, or from providing any
      services to any party to whom such information has been disclosed or may be
      disclosed. Buyer shall not be prohibited by this provision from pursuing other
      remedies, including claims for losses or damages. 

    


    14. Disclosure.
      

    


    The
      parties mutually agree not to disclose the terms of this Agreement except only
      in a form mutually agreed to in writing, in advance by the parties, or as
      required by any applicable laws, regulations, rules, or in accordance with
      any
      of the rules and regulations of any exchange on which any capital stock of
      Parent is listed, or except as required by court order. If disclosure is
      required, the disclosing party agrees to notify the other party in advance
      of
      the content of the information being disclosed and to whom the disclosure is
      being made. It is understood that certain or all parts of this agreement will
      be
      included in a proxy statement filed with the SEC prior to the Closing Date
      by
      Parent. It is also understood that the proxy statement filed with the SEC is
      a
      public document.

    


    15. Termination.
      

    


    (a) At
      any time prior to the Closing, the Buyer may terminate this Agreement and all
      liability of the Buyer hereunder in the event: 

    


    (i) the
      Buyer, in its reasonable discretion shall determine that there has been a
      material misrepresentation and/or breach of warranty on the part of Seller
      or
      the Parent and/or the nonfulfillment of any condition precedent or covenant
      required to be fulfilled by Seller or the Parent under this Agreement;


     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    (ii) the
      transaction contemplated herein is not closed by ninety (90) days after the
      date
      hereof unless full approval of the transaction by all governmental and
      regulatory authorities having jurisdiction over any activities of Parent shall
      not have been unconditionally obtained, in which event the Closing may be
      postponed until all such approvals have been obtained, or unless caused by
      the
      act or failure to act of Buyer. 

    


    (iii) the
      loan described in Section 8(i) fails to fund.

    


    (b) Seller
      may terminate this Agreement if:

     

    (i) the
      transaction contemplated herein is not closed by ninety (90) days after the
      date
      hereof unless full approval of the transaction by all governmental and
      regulatory authorities having jurisdiction over any activities of Parent shall
      not have been unconditionally obtained, in which event the Closing may be
      postponed until all such approvals have been obtained, or unless caused by
      the
      act or failure to act of Seller; 

    


    (ii) Seller,
      in its reasonable discretion, shall determine that there has been a material
      misrepresentation or breach of warranty on the part of the Buyer and/or the
      nonfulfillment of any condition precedent or covenant required to be fulfilled
      by the Buyer under this Agreement. 

     

    16. Brokerage
      and Other Expenses.
      

    


    The
      parties hereto represent to each other that neither of their representatives
      has
      incurred any liability for any broker's, finders or similar fee in connection
      with this Agreement and the transactions contemplated hereby. Each of the
      parties hereto shall pay such party's respective expenses, including, without
      limitation, attorney's fees, in connection with this Agreement and the
      transactions contemplated hereby, and neither of the parties hereto shall in
      anyway be liable for such expenses of the other. 

    


    17. Indemnification;
      Survival of Representations, Warranties and Covenants; 

    


    (a) Indemnification.
      Seller on the one hand, and Buyer on the other hand, shall hold harmless and
      indemnify one another from and against any and all liability, loss, damage
      or
      expense, including attorneys’ fees and other expenses, resulting from the breach
      by the indemnifying party of its representations, warranties and covenants
      under
      this Agreement. Seller
      shall hold harmless and indemnify Buyer from and against any and all liability,
      loss, damage or expense, including attorneys’ fees and other expenses, resulting
      from any account payable, liability or obligation of Seller or the Business
      as
      operated by Seller through the Closing Date (other than the Assumed
      Liabilities), whether or not such liability or obligation was disclosed to
      Buyer. Buyer shall hold harmless and indemnify Seller from and against any
      and
      all liability, loss, damage or expense, including attorneys’ fees and other
      expenses, resulting from any account payable, liability or obligation of Buyer
      or the Business as operated by Buyer after the Closing Date.

    


    (b)
       Set-Off.
      Buyer shall be entitled to claim a set-off against the unpaid portions of the
      Purchase Price for any alleged liabilities, losses, damages or expenses which
      are incurred by

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    Buyer
      or the Business and for which Seller has indemnified Buyer pursuant to the
      terms
      of this Agreement, including Purchase Price Adjustments made pursuant to
      Sections 2.3 and 2.4 of this Agreement and the indemnified claims set forth
      in
      Section 17 of this Agreement (a “Claimed Set-Off”). Prior to effecting (solely
      in the manner provided herein) any such Claimed Set-Off, Buyer shall give Seller
      written notice of such Claimed Set-Off with supporting documentation
      establishing the amount of the Claimed Set-Off. Seller shall have ten (10)
      business days within which to respond, in writing, to Buyer’s Claimed Set-Off.
      In the event Seller disputes the asserted basis for the Claimed Set-Off and
      the
      parties are unable to resolve the matter within thirty (30) days of Seller’s
      receipt of Buyer’s notice of a Claimed Set-Off then in such event Seller shall
      deposit the amount of the Claimed Set-Off in escrow as set forth in the Set-Off
      Escrow Agreement. 

    


    Seller
      shall be entitled to claim a set-off against the unpaid portions of the Purchase
      Price for any alleged liabilities, losses, damages or expenses which are
      incurred by Seller or the Business and for which Buyer has indemnified Seller
      pursuant to the terms of this Agreement, including Purchase Price Adjustments
      made pursuant to Sections 2.3 and 2.4 of this Agreement and the indemnified
      claims set forth in Section 17 of this Agreement (a “Seller Claimed Set-Off”).
      Prior to effecting (solely in the manner provided herein) any such Seller
      Claimed Set-Off, Seller shall give Buyer written notice of such Seller Claimed
      Set-Off with supporting documentation establishing the amount of the Seller
      Claimed Set-Off. Buyer shall have ten (10) business days within which to
      respond, in writing, to Seller’s Claimed Set-Off. In the event Buyer disputes
      the asserted basis for the Seller Claimed Set-Off and the parties are unable
      to
      resolve the matter within thirty (30) days of Buyer’s receipt of Seller’s notice
      of a Seller Claimed Set-Off then in such event Buyer shall deposit the amount
      of
      the Seller Claimed Set-Off in escrow as set forth in the Set-Off Escrow
      Agreement.

    


    (c) Survival
      Period.
      Except as described in this Section 17, the representations, warranties,
      covenants and agreements of the parties in this Agreement shall survive the
      execution and delivery of this Agreement and the Closing but only until the
      date
      one (1) year after the Closing Date (except for claims in respect thereof
      pending at such time, which shall survive until finally resolved or settled).
      Except as set forth in Section 17(e), no action may be commenced with respect
      to
      any representation, warranty, covenant or agreement in this Agreement, or in
      any
      writing delivered pursuant hereto, unless written notice, setting forth in
      reasonable detail the claimed breach thereof, shall be delivered pursuant to
      Section 21 to the party or parties against whom liability for the claimed breach
      is charged on or before the termination of the survival period specified in
      this
      Section 17 for such representation, warranty, covenant or agreement.


    


    (d) Threshold
      and Cap.
      Notwithstanding anything to the contrary herein, in no event shall the Buyer
      be
      liable to Seller, or any of their Affiliates, pursuant to this Section 17 or
      otherwise, nor shall Buyer, or any of its Affiliates be liable to Seller, for
      any matter related in any way to this Agreement until the total amount of
      Damages to such parties exceeds $25,000.00 (the “Threshold
      Amount”),
      and then only to the extent such Damages exceed the Threshold Amount. .


    


    (e) Mitigation.
      In computing any Damages under this Section 17, the amount of any insurance
      proceeds (including title insurance proceeds), Tax benefits, and any
      indemnity,

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    contribution
      or other similar payment from any third party to which any party is entitled
      with respect to any matter shall be deducted from such Damages. Such party
      shall
      also be required to take all necessary and desirable steps to mitigate any
      Damages for which any claims under this Section 17 may be brought upon and
      after
      becoming aware of any event that could reasonably be expected it to give rise
      to
      any such Damages, including taking all commercially reasonable efforts to
      collect any amounts available under any applicable insurance coverage or from
      any third party. 

    


    (f) Limited
      Remedies.
      Notwithstanding anything to the contrary in this Agreement, the remedies
      described in this Section 17 shall be the sole and exclusive remedies available
      to any party for any Damages a party may incur. Furthermore, anything in this
      Agreement to the contrary notwithstanding, in no event shall any party have
      any
      liability for any consequential, incidental, lost profits, punitive or exemplary
      damages, howsoever caused, arising out of, or relating to this Agreement, even
      if such party has been advised to the possibility of any such damages or
      losses.

    


    (g) Exceptions
      to Survival Period.
      Nothing contained in this Section 17 shall be deemed to limit any party’s right
      to enforce any of the other parties’ covenants under Sections 5-6 (Liabilities
      and Assumed Liabilities), 13 (Confidentiality), 14 (Disclosure), 20
      (Allocation), 22 (Arbitration) and 23 (Covenant of Further
      Assurances).

    


    18. Successors
      and Assigns.
      

    


    This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and their respective successors and assigns and nominees, as applicable.


    


    19. Non-Compete
      Agreements.
      

    


    In
      furtherance of the sale to Buyer of the Purchased Assets, Seller [and Parent]
      will enter into agreements (the "Non-Compete
      Agreements")
      whereby Seller and Parent each agree that for a period of five (5) years after
      the Closing Date it shall not: (a) compete, directly or indirectly, with the
      Business as conducted as of the Closing Date; (b) communicate with or contact
      any of the customers of Buyer for the purpose of soliciting such customers
      to
      purchase any goods, products or services of the type being manufactured, offered
      or sold by the Business as of the Closing Date; (c) use or disclose to others
      any trade secrets or other confidential information relating to the Purchased
      Assets or Business. The Non-Compete Agreements shall be in the forms attached
      hereto as Schedule
      19.
      

    


    20. Allocation.
      

    


    The
      Buyer and the Seller shall use reasonable commercial efforts to agree on a
      reasonable and fair allocation of the Purchase Price among the Purchased Assets,
      which shall value Inventory, the Other Tangible Assets, the Assumed Leases
      and
      the Purchased Contracts at their estimated fair market values as of the Closing
      Date, and shall allocate the remainder of the Purchase Price to the Intangible
      Assets. The Buyer and the Seller agree that each party shall report the
      transactions contemplated by this Agreement for income Tax purposes in
      accordance with the agreed-upon allocation of the Purchase Price, pursuant
      to
      Section 1060 of the Federal Internal Revenue Code and

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    the
      regulations thereunder, and agree not to take, in any filing with or
      accompanying any Tax return reporting any part of the transaction undertaken
      herein, a position inconsistent with such allocations; provided, however, that
      if the Buyer and the Seller are unable in good faith to reach an agreement
      with
      respect to the allocation of the Purchase Price consistent with the foregoing,
      each such party may allocate the Purchase Price among the Purchased Assets
      as it
      deems appropriate but generally consistent with the foregoing.

    


    21. Notices.

    


    Any
      notice, demand, request or other communication made, given, required or
      permitted pursuant to this Agreement shall be (a) in writing, (b) delivered
      personally, transmitted by facsimile, delivered by a commercial overnight
      courier service or mailed by certified or registered United States first class
      mail, return receipt requested, postage prepaid, and (c) addressed to the party
      for whom intended, as follows:

     

    (a) If
      to Seller, addressed to:

    


    David
      Murphy, CEO

    Host
      America Corporation

    2
      Broadway

    Hamden,
      CT 06518

    


    Copy
      to:  

     

    Steven
      A. Berman, Esq.

    Rogin,
      Nassau, Caplan, Lassman & Hirtle, LLC

    185
      Asylum Street

    22nd
      Floor

    Hartford,
      CT 06103

    


    (b) If
      to the Buyer, addressed to:

     

    Gilbert
      Rossomondo, President 

    Lindley
      Acquisition Corp.

       83
      Red Barn Road

    Monroe,
      CT 06408

     

    Copy
      to: 

    


    William
      M. Petroccio, Esq. 

    Quatrella
      & Riziio, LLC

    One
      Post Road

    Fairfield,
      CT

     

    
      
        
        

      

      
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    Any
      party may change the address or telecopier number to which notices hereunder
      are
      to be sent to it by giving written notice of such change as herein provided.
      Any
      notice given hereunder shall be deemed given on the date of hand delivery,
      transmission by telecopier, deposit with the U.S. Postal Service or delivery
      to
      a courier service, as appropriate.

    


    22. Arbitration
      of Disputes.
      It is acknowledged by the parties that a quick and efficient resolution of
      all
      claims, disputes and other matters in question under this Agreement after the
      Closing ("Disputes")
      is critical to the implementation of the terms of this Agreement. In order
      to
      effectuate such intent, the parties do hereby establish this Dispute procedure
      for use during the term of this Agreement. All Disputes shall be subject to
      this
      Section 22, it being the intention of the parties that all such Disputes be
      subject hereto regardless of any specific reference or absence of such reference
      to arbitrability herein. Prior to submission of any Dispute for resolution
      in
      accordance with this Section 22, the parties will negotiate in good faith to
      resolve such Dispute. Only if such parties cannot reach agreement within ten
      (10) days of written notice by any party to the other party that a Dispute
      exists, the Dispute will be submitted for resolution in accordance with the
      American Arbitration Association in Hartford, Connecticut. Upon such Dispute
      being submitted to the American Arbitration Association for resolution, the
      arbitrators shall assume exclusive jurisdiction over the Dispute and the
      decisions of such arbitrators shall be binding upon the parties hereto and
      may
      be entered in any court of competent jurisdiction.

    


    23. Covenant
      of Further Assurances.
      The parties hereto shall execute such other and further instruments and/or
      documents as shall be necessary to implement and carry out the intents and
      purposes of this Agreement. Without limiting the foregoing, in the event of
      any
      modification to the terms hereof as shall be mutually agreed upon by such
      parties, the parties shall execute and deliver an amendment to this
      Agreement.

    


    24. Complete
      Agreement.
      

    


    This
      Agreement contains the complete agreement between the parties hereto with
      respect to the sale and purchase of the Purchased Assets and other transactions
      contemplated hereby and supersedes all prior agreements and understandings
      between the parties with respect to such sale and purchase and such other
      transactions. 

    


    25. Governing
      Law.
      

    


    This
      Agreement is being executed and delivered and is being closed in the State
      of
      Connecticut. This Agreement shall be construed and enforced under the applicable
      procedural, statutory and common law of the State of Connecticut. The parties
      hereto hereby consent and submit themselves to the jurisdiction of the Courts
      of
      the State of Connecticut with respect to any controversy arising under or
      relating to this Agreement. Service of process may be effected on any party
      hereto which is not a resident of the State of Connecticut by certified or
      registered United States Mail, postage prepaid, addressed to such party at
      the
      address described in Section 21 hereof.

    


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    26. Counterparts.
      

    


    This
      Agreement may be executed in two (2) or more counterparts, each of which shall
      be deemed an original but all of which shall constitute but one instrument.
      

     

    27. Headings.

    


    The
      various section and subsection headings and titles are for convenience only
      and
      shall be subject to no independent substantive interpretation or
      meaning.

    


    28. Calculation
      of Time.
      Whenever in this Agreement a period of time is stated as a number of days,
      it
      shall be construed to mean calendar days; provided, however, that when any
      period of time so stated would end upon a Saturday, Sunday or legal holiday,
      such period shall be deemed to end upon the next day following which is not
      a
      Saturday, Sunday or legal holiday. For the purposes of this Agreement, a "legal
      holiday" is any day on which banks are legally closed for business in the State
      of Connecticut.

    


    


    


    


    


    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS]
      

    



    
      
        
        

      

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

    


    


    BUYER:

    


    LINDLEY
      ACQUISITION CORP.

     

    


    


    By:
      /s/ GILBERT J. ROSSOMANDO

    Name:
      Gilbert J. Rossomando

    Title:  
       President

    


    


    SELLER:

    


    LINDLEY
      FOOD SERVICES CORPORATION

    


    


    
      By:
        /s/ DAVID MURPHY

      Name:
        David Murphy        

      Title:   
        CEO




    


    HOST
      AMERICA CORPORATION    

    


    


    By:
      /s/ DAVID MURPHY

    Name:
      David Murphy        

    Title:   
      CEO


    


    



    
      
        
        

      

      
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    APPENDIX
      OF DEFINITIONS

    


    Accounts
      Receivable:
      the meaning set forth in Section 1(d).

    


    Affiliate:
      with reference to any Person, any director, officer or employee of such Person,
      any corporation, association, firm or other entity in which such Person has
      a
      direct or indirect controlling interest or by which such Person is directly
      or
      indirectly controlled or is under direct or indirect common control with such
      Person.

    


    Assumed
      Leases:
      the meaning set forth in Section 1(f). 

    


    Assumed
      Liabilities:
      the meaning set forth in Section 5.

    


    Business:
      the meaning set forth in the Recitals. 

    


    Buyer:
      the meaning set forth on Page 1 of this Agreement. 

    


    Closing:
      the meaning set forth in Section 3. 

    


    Closing
      Date:
      the meaning set forth in Section 3. 

    


    Damages:
      any and all losses, claims, assessments, demands, damages, liabilities,
      obligations, costs and expenses, including without limitation, reasonable fees
      and disbursements of counsel, and other out-of-pocket costs and expenses
      incurred in connection with investigating, preparing or defending or preventing
      any action, suit or proceeding, commenced or threatened, or any claim
      whatsoever.

    


    Estimated
      Closing Net Asset Value:
      the meaning set forth in Section 2(b).

    


    Food
      Brokers Loan: loan evidenced by a certain promissory note between Host
      America and Food Brokers.

    


    GAAP:
      United States generally accepted accounting principles and practices
      consistently applied from accounting period to accounting period.

    


    Indebtedness:
      (a) all items which in accordance with generally accepted accounting principles
      and practices would be included in determining total liabilities as shown on
      the
      liability side of a balance sheet of such Person as at the date of which
      indebtedness is to be determined, (b) all indebtedness secured by any mortgage,
      pledge, lease, lien or conditional sale or other title retention agreement
      existing on any property or asset owned or held by such Person subject thereto,
      whether or not such indebtedness shall have been assumed, and (c) all
      indebtedness of others which such Person has directly or indirectly guaranteed,
      endorsed, discounted or agreed (contingently or otherwise) to purchase or
      repurchase or otherwise acquire, or in respect of which such Person has agreed
      to supply

     

    
      
        
        

      

      
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    or
      advance funds (whether by way of loan, stock purchase, capital contribution
      or
      otherwise) or otherwise to become liable directly or indirectly with respect
      thereto.

    


    Initial
      Net Asset Value:
      the meaning set forth in Section 2(b).

    


    Intangible
      Assets:
      the meaning set forth in Section 1(e). 

    


    Inventory:
      the meaning set forth in Section 1(b). 

    


    Net
      Asset Value:
      the meaning set forth in Section 2(b).

    


    Non-Compete
      Agreements:
      the meaning set forth in Section 19.

    


    Other
      Tangible Assets: the
      meaning set forth in Section 1(c). 

    


    Parent:
      the meaning set forth on Page 1.

    


    Person:
      any natural person or legal entity.

    


    Product
      Expense %:
      the meaning set forth in Section 2(d)(iii).

    


    Purchase
      Price:
      the meaning set forth in Section 2(a). 

    


    Purchased
      Assets:
      the meaning specified in Section 1. 

    


    Purchased
      Contracts:
      the meaning set forth in Section 1(d). 

    


    Seller:
      the meaning set forth on Page 1.

    


    SEC:
      the Securities and Exchange Commission of the United States.

    


    Taxes:
      federal, state, local, foreign and provincial income, capital gains, property
      transfer, payroll, withholding, excise, sales, use, use and occupancy,
      mercantile, real estate, personal property, value added, capital stock,
      franchise, controlling interest transfer or other taxes, easements or charges
      and estimated taxes relating thereto, and any and all interest, penalties and
      additions to tax on any of the foregoing.

    


    Total
      Assets:
      The items listed above the term “Total Assets” of Schedule
      2(b)
      attached hereto.


    
      
        
        

      

      
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    SCHEDULE
      OF SCHEDULES

    


    


    

      
        	
                Schedule
                  

              	 	 
	
                Reference

              	
                Section

              	
                Description

              
	 	 	 
	
                1(b)

              	
                1(b)

              	
                Inventory
                  

              
	
                1(c)

              	
                1(c)

              	
                Other
                  Tangible Assets 

              
	
                1(d)

              	
                1(d)

              	
                Purchased
                  Contracts 

              
	
                1(e)

              	
                1(e)

              	
                Intangible
                  Assets 

              
	
                1(f)

              	
                1(f)

              	
                Assumed
                  Leases 

              
	
                2(b)

              	
                2(b)

              	
                Determination
                  of Initial Net Asset Value

              
	
                2(c)

              	
                2(c)

              	
                Determination
                  of Cost of Goods Sold

              
	
                3(g)

              	
                3(g)

              	
                Closing
                  Purchase Price (to be attached at closing)

              
	
                5

              	
                5

              	
                Assumed
                  Liabilities 

              
	
                10(d)

              	
                10(d)

              	
                Permits
                  

              
	
                10(h)

              	
                10(h)

              	
                Financial
                  Statements 

              
	
                19

              	
                19

              	
                Form
                  of Non-Compete Agreements


              


      



     

    
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