EXHIBIT 10.1
ASSET PURCHASE AGREEMENT
THIS AGREEMENT is made as of this 12th day of March, 2004, by and between
Bio-Solutions International, Inc., a corporation organized and existing under
the laws of the State of Nevada hereinafter called "Seller" and Bio Solutions
Manufacturing, Inc., a corporation organized and existing under the laws of the
State of Nevada, hereinafter called "Purchaser," said agreement to be freely
assignable by the Purchaser to another corporation without release of the Seller
designated hereinabove.
WHEREAS, the Seller and its subsidiaries have a current business, which
includes the manufacture, marketing and sale of products in the waste
bioremediation industry,
WHEREAS, Seller has agreed to sell the manufacturing portion of its
business to Purchaser, and Purchaser has agreed to acquire the manufacturing
portion of the business and its associated assets and liabilities in exchange
for stock in a publicly traded company, cash, notes and assumption of selected
liabilities,
WHEREAS, the parties have reached an understanding with respect to the sale
by the Seller and the purchase by the Purchaser of the selected assets (as
detailed in Exhibit A) and selected liabilities (as detailed in Exhibit B) of
Seller, attached hereto and made a part hereof and as specified hereinafter,
NOW THEREFORE, in consideration of the mutual covenants hereinafter
contained, it is hereby agreed by and between the parties hereto as follows:
1. The Seller agrees that, at the closing, the Seller shall sell, transfer and
deliver to the Purchaser, for the consideration hereinafter provided, the
selected manufacturing assets and liabilities, and business as a going concern,
together with all raw materials and finished products to which the Seller holds
any right, title or interest. The foregoing assets being acquired are listed in
the attached Exhibit A, incorporated by reference as if fully recited herein.
(a) All physical assets, including but not limited to, instruments,
furniture, fixtures, raw materials and finished product now on hand
and used in the business as shown on the inventory attached hereto and
marked as Exhibit A.
(b) All necessary intellectual property, including but not limited to,
copies of all the formulas, records, files, contracts, agreement, or
other information used or useful in the operation of the business as
specified in Exhibit A attached hereto, provided, however,
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that Seller shall have reasonable access to all and any such records
and the right to copies of such records at its own expense for any
legitimate purpose, including, but not limited to, in the event of any
review, examination, audit or claim against Seller or litigation
arising from the operation of the business.
1.1 Other than the warranty of title to the Assets as provided in Section 5.3,
Seller with respect to the Assets makes no other warranties. The Assets are
being purchased in an "as is" condition.
1.2 Each party hereby waives compliance with the bulk sale laws of any
jurisdiction where compliance is required.
1.3 Concurrent with the execution hereof and from time to time thereafter, each
party hereto shall execute such additional instruments and take such
additional action as such other party(ies) may reasonably request in order
to effectuate the purpose and intent of this Agreement.
2. Seller does not intend to sell and Purchaser will not acquire or assume any
of the following assets or liabilities:
2.1 Cash on hand, bank deposits of any character, securities on hand, or any
other liquid or current assets, except those specified in Exhibit A.
2.2 Any accounts receivable of Seller up to and including the day of closing.
1.3 Any liability of Seller unless expressly assume elsewhere herein.
2.4 Furniture and Fixtures not used for Manufacturing and more specifically the
assets being used by Bio Solutions Franchise Corp.
3. The purchase price shall be stock plus $659,709.60 (Six hundred fifty-nine
thousand, seven hundred nine dollars and sixty cents), payable as follows:
3.1 The Purchaser will issue to the Seller two million shares of Single Source
Financial Services, Inc. common voting. The parties acknowledge that the
Common Stock is subject to an Escrow Agreement and will be "restricted
stock" as defined under Rule 144 promulgated under The Securities Act of
1933, as amended, and the certificate representing the Common Stock will
bear the following restrictive legend:
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"The securities represented by this certificate have not been registered under
the Securities Act of 1933, as amended (the "Act") or any state securities law.
These shares have been acquired for investment and may not be offered for sale,
hypothecated, sold or transferred, nor will any assignee or transferee thereof
be recognized by the Company as having any interest in such shares, in the
absence of (i) an effective registration statement with regard to the shares
under the Act, and any other applicable state law or any opinion of counsel
satisfactory to the Company that such registration is not required, or (ii) an
opinion of counsel satisfactory to the Company that such shares will be offered
for sale, hypothecated, sold or transferred only in a transaction which is
exempt under or is otherwise in compliance with the applicable securities laws."
3.2 Purchaser shall pay BSII $350,000 payable as follows:
a. Acknowledgement of receipt of $250,000 paid as of the signing of this
agreement and b. Installments of $25,000 per month for a period of 4
months to be paid by the 15th of the month starting in March 2004 and
ending in June 2004. Purchaser shall assist Seller in securing a lien
on the assets purchased which shall not be released until all payments
under this Agreement have been made to Seller and other designated
parties.
3.3 Purchaser shall assume the liabilities as enumerated in Appendix B,
totaling $309,709.60 (Three hundred nine thousand, seven hundred nine
dollars and sixty cents), to be paid within six months of the closing, with
no less than $25,000 being paid each month until all the liabilities are
satisfied. If Seller pays any of the designated liabilities prior to
Closing, Purchaser shall add those payments to the cash amount due, payable
within 60 days of Closing.
3.4 The Purchaser will pay all sales, transfer, and documentary taxes, if any,
payable in connection with the sale, transfers, and deliveries to be made
to the Purchaser hereunder.
4. The closing ("Closing") of this transaction contemplated herein will occur on
or before March 15th, 2004, or such other date as agreed by the parties (the
"Closing Date"), provided that, if a closing does not occur on or before June
30, 2004, this Agreement shall be null and void.
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4.2 At Closing, Seller shall deliver to Purchaser i) possession of the assets
as specified in Exhibit A, ii) a good and sufficient Xxxx of Sale, and
other instruments of transfer, conveying and transferring the assets to
Purchaser which will take place concurrent with the closing. At closing,
Purchaser shall deliver $250,000 (two hundred fifty thousand dollars) and
notes payable covering the balance of $100,000 (one hundred thousand
dollars) due as per section 3.2 (b). At closing, both parties will sign a
mutually agreeable agreement between Seller and Purchaser granting Seller
exclusive marketing rights to the products manufactured by Purchaser.
5. As of the date hereof and as of the Closing Date, Seller covenants, warrants
and represents to the Purchaser as follows:
5.1 Seller is a corporation duly organized, validly existing and in good
standing in the State of Nevada.
5.2 The Board of Directors of Seller has approved the transactions contemplated
herein. Seller has the requisite authority and power to enter into this
Agreement and to consummate the transactions contemplated herein. The
execution and delivery of this Agreement and the consummation by Seller of
the transactions contemplated hereby have been duly authorized by all
necessary corporate action on the part of Seller. Except as may be limited
by applicable bankruptcy, insolvency, reorganization or fraudulent
conveyance or similar laws, upon execution and delivery of this Agreement,
this Agreement constitutes a valid and binding obligation of Seller,
enforceable in accordance with its terms.
5.3 At the Closing hereunder, the Seller shall be the owner of all of the
assets being sold pursuant to the provisions of this Agreement. Said assets
shall be owned free and clear of all encumbrances, except those specified
in Exhibit B, and there shall be no other liabilities, absolute or
contingent. Seller has good and marketable title in and to the assets.
5.4 It has made no statement, warranty or representation, which contains any
untrue statement of a material fact, omits, or conceals a material fact
necessary to make the statements made, in light of the circumstance, not
misleading.
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5.5 To its knowledge, neither the execution nor the delivery of this Agreement,
nor the consummation of the transactions contemplated by this Agreement,
will conflict with or result in the breach of any of there terms,
conditions or provisions of the certificate of incorporation or memorandum
and articles of association of Seller, or of any statue, judgment, order,
injunction, decree, regulation or ruling of any court or governmental
authority to which the Seller is subject, or of any agreement, contract or
commitment which is material to the business or properties of Seller, or
constitute a default thereunder, or give to others any rights of
termination, cancellation or acceleration thereunder.
5.6 All financial data supplied to Purchasers by Seller is true and accurate to
the best of Seller's knowledge.
6. As of the date hereof and as of the Closing Date, Purchaser covenants,
warrants and represents to the Seller as follows:
6.1 Purchaser is a corporation duly organized, validly existing and in good
standing, under the laws of the State of Nevada.
6.2 The Board of Directors of Seller has approved the transactions contemplated
herein. Seller has the requisite authority and power to enter into this
Agreement and to consummate the transactions contemplated herein. The
execution and delivery of this Agreement and the consummation by Seller of
the transactions contemplated hereby have been duly authorized by all
necessary corporate action on the part of Seller. Except as may be limited
by applicable bankruptcy, insolvency, reorganization or fraudulent
conveyance or similar laws, upon execution and delivery of this Agreement,
this Agreement constitutes a valid and binding obligation of Seller,
enforceable in accordance with its terms.
6.3 There are no actions or proceedings pending or, to knowledge of Purchaser,
threatened against, relating to or affecting Purchaser or any of its assets
or properties which could reasonably be expected to result in the issuance
of an order restraining, enjoining or otherwise prohibiting or making
illegal the consummation of any of the transactions contemplated by this
Agreement.
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6.4 Neither the execution and delivery of this Agreement nor any related
instrument or any agreement nor the consummation by Purchaser of the
transactions contemplated by this Agreement, nor compliance by Purchaser
with any of the provisions hereof will require Purchaser to register with,
or obtain any permit, authorization, consent or approval of, any
governmental or regulatory authority.
6.5 Neither the execution nor the delivery of this Agreement, nor the
consummation of the transactions contemplated by this Agreement, will
conflict with or result in the breach of any of the terms, conditions or
provisions of the certificate of formation or operating agreement of
Purchaser, or of any statute, judgment, order, injunction, decree,
regulation or ruling of any court or governmental authority to which the
Purchaser is subject, or of any agreement, contract or commitment which is
material to the business or properties of Purchaser, or constitute a
default thereunder, or give to others any rights of termination,
cancellation or acceleration thereunder.
6.6 The shares to be issued by Purchaser hereunder shall be duly and validly
authorized and when issued and delivered will be duly and validly issued
and fully paid and non- assessable, free and clear of all liens.
6.7 Purchaser agrees to purchase liability insuranc for the equipment and
offices of the manufacturing facility, and product liability insurance for
the products manufactured, naming Seller as an additional insured.
7. Seller hereby assumes all risk of loss, damage or destruction resulting from
fire or other casualty to the time of the transfer of assets at Closing.
8. Seller and Purchasers agree that any and all disputes arising between them
hereunder shall be resolved by mandatory, binding arbitration in Hattiesburg, MS
according to the rules of the American Arbitration Association.
9. This Agreement shall be binding upon the personal representatives, heirs,
successors and assigns of the parties. This Agreement and any accompanying
instruments and documents constitute the entire transaction between the parties
and there are no representations, warranties, covenants or conditions, except
those specified herein or in accompanying instruments and documents. This
Agreement may not be amended except in a writing signed by the party to be
charged therewith.
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10. All covenants, warranties and representations herein shall survive this
Agreement and the Closing Date.
11. This Agreement shall be governed and construed in all respects in accordance
with the laws of the State of Mississippi.
12. If any time subsequent to the date of this Agreement, an provisions of this
Agreement shall be held by an court of competent jurisdiction to be illegal,
void or unenforceable, such provision shall be of no force and effect, but the
illegality or unenforceability of such provision shall have no effect upon and
shall not impair the enforceability of any provision of this Agreement.
13. Any notice or other communication required or permitted hereunder shall be
made in writing, and shall be deemed to have been given if placed in a reputable
overnight delivery service, delivery prepaid and receipt confirmed, if sent
certified mail, postage prepaid, returned receipt requested and receipt
confirmed, or if personally delivered, addressed as follows:
Seller: Bio Solutions International, Inc.
0000 Xxxxx Xx.
Xxxxxxxxxxx, XX 00000
Purchaser: Bio Solutions Manufacturing, Inc.
0000 Xxxxx Xx.
Xxxxxxxxxxx, XX 00000
14. This Agreement may be executed simultaneously in multipl counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement, the date
first above written.
Seller
Bio-Solutions International, Inc.
(A Nevada Corporation)
By: /s/ Xxxxx X. Xxxxxx, III
______________________________
Purchaser
Bio Solutions Manufacturing, Inc.
(A Nevada Corporation)
By: /s/ Xx. Xxxxx X. Xxxxx
______________________________
Exhibit A Inventory of equipment, list of records, contracts, service
agreements, letters of intent to be assigned
Exhibit B Liabilities being assumed
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EXHIBIT A
I. Equipment List
Installed
Amt Item Description Price Supplier Name Remarks/Serial Nos.
1 71/2 HP Hammer Mill w/Accessories $ 3,959.00 Sudenga Industries 075556 (part no.)
1 1000 lb dual ribbon and paddle style horizontal Mixer
w/ Accessories $ 4,933.00 074454 (part no.)
1 Xxxxxx Model 103-15 Steam Boiler w/Accessories $ 36,690.00 Power Equipment 103-15 (model no.)
1 MG1532/150 xx xxxxxx capacity/7.5 HP Mixer/Grinder $ 8,228.00 Hobart Corporation 00-000-000 (x.xx)
1 National digital Microscope w/accessories $ 1,664.00 Microscope World DC3-163-P
1 National Digital stereoscope $ 648.00 Microscope world DC2-456-TBL
1 Low cost lab. Pump Xxx.Xx. $ 367.00 Xxxxxx Scientific 13-874-
1 Xxxxxx isotemp premium lab Oven $ 2,638.00 " 203N0044
1 LablineImperial111standard Incubator $ 3,565.00 " 0202-0204
1 Leica darkfield Colony Counter $ 1,728.00 " 07-908-7
1 Variable-Flow peristaltic pump; $ 172.00 " 13-876-2
1 Used Forklift(Komatsu) $ 5,300.00 C&G mechanical 405996A
2 Dryers-custom Make(2 nos.) $ 4,000.00 O.J welding BSIICD
Xxxxxxxx Fans(2 nos.) $ 950.00 Agrimart BSIIAF
1 Refrigerator $ 900.00 Sears EM2029092
1 Deep Freezer $ 422.00 Sears WB22029832
3+2 Fermentation tanks 3 nos.80 gallons+2 nos. 2 gallons $ 46,000.00 Machinery & Equip. 25842-3A,3B,3C,5A,5B
w/acc. mixing tank,agitator and pump
1 ISCO Sampler-single bottle complete set $ 2,125.00 X.X.Xxxxx and Ass. BSIIISCO
1 Sterilizer Refurbished $ 5,137.00 Marketforge 184537
27 Labware $ 3,242.00 Lab Safety supply DMO0608623
18 Labware $ 2,018.00 VWR Scientific 52101R
1 Dehumidification System $ 35,000.00
1 Portable Lab Building $ 8,000.00
Value $ 177,687.00
II. Intellectual Property/Technological Value of Products
Formula For: Description Value
BP-310 Enzymatic and biological product - Digest grease, protein and
complex carbohydrate substrates. $135,000
BP-710 Substrate specific Microbial System to facilitate endogenous
secretions and biological reactions to Bio-remediate toxic
waste material and convert them into harmless substances. $100,000
BP-910 Microbial product to digest solid waste $100,000
Bio-Catalyst Enzymatic catalyst to boost BP-310 and other reactions. $ 50,000
Bio-Care G Specific product to liquefy hardened grease and ensure
particle distribution and subsequent interactions. $ 50,000
Biodeplugger Opens the clogs of drain lines by churning the organic matter.$ 50,000
Bio-Care H&S Degreases and cleans the hood and stacks $ 35,000
Bio-Care Wheels Removes very efficiently the grease and dirt
off the wheels - reduces the adhesion of grease
molecules to the surface
of the wheels. $ 23,000
New Buffer Provides required nutrients and promotes the growth of
Bacteria of BP 710 and BP 910- Balances optimal pH. $ 35,000
Bio-Care H2S Facilitates aerobic environment and thus reduces/eliminates
hydrogen sulfide concentrations and odor. $150,000
Bio-Care-F Digests grease and dirt by enzymatic reactions- kills
anaerobic pathogens of hard surfaces by molecular
oxygen- dries wet surfaces in 2-3 minutes. $200,000
Clarifier Used in the digestion of sludge in sewage treatment plants. $250,000
Sludge Used in the digestion of sludge in sewage treatment plants. $250,000
Value $1,428,000
III. Value of Inventory
Product Name Quantity Value
Raw Ingredients:
Sodium Bisulfate 240 # $ 192.00
Sodium Bicarbonate 195 # $ 75.00
Marble dust 16 # $ 2.00
Soda Ash 490 # $ 138.00
Sodium percarbonate 135 # $ 203.00
Sodium Metasilicate 285 # $ 157.00
Calsoft 325 # $ 423.00
Digest A 490 # $1177.00
Lipolase 13 # $ 169.00
Purafact 17 # $ 136.00
Whey flour 150 # $ 150.00
Rice flour 1300 # $ 200.00
Dextrose 170 # $ 136.00
Calcium Nitrate 74 # $ 20.00
Propylene Glycol 395 # $ 435.00
Plant extract 30 # $ 129.00
Yeast 25 # $ 49.00
Xxxxxxxx 00 # $ 120.00
Nutrex 520 # $1300.00
Nacconol 300 # $ 540.00
Liquid Calsoft 365 # $ 511.00
Steol 300 # $ 450.00
Total Raw Ingredients Value $ 6,712.00
Finished Product:
BP-310 250 # $ 4,487.50
BP-710 150 # $ 2,392.50
BP-910 1900 # $20,976.00
Buffer 4500 # $12,960.00
Biocare-G 60 # $ 565.20
Biocare-F 70 # $ 160.30
Biocatalyst 10 # $ 132.70
Biocare-H2S 5 # $ 27.65
Biocare-W 40 # $ 820.80
ECT-2000 225 gallons $ 4,500.00
New Buffer 100 # $ 288.00
Total Finished Product Value $47,310.65
Total Value of Inventory $54,022.65
LIST OF ALL RECORDS, FILES, CONTRACTS, EMPLOYMENT AGREEMENTS, SERVICE
AGREEMENTS, INSTRUMENTS OF DEBT, DISTRIBUTION AGREEMENTS, TO BE ASSIGNED
All documents that are being assigned under this Agreement)
1. All business records for the year 2002 and 2003.
2. Distribution Agreement with the Sales and Marketing Company.
3. Employee agreements.
a. Xx. Xxxxx Xxxxx and Dr. Ram Kunkala- Employment Agreements Attached
b. Xxxxx Xxxx- Consulting Agreement Attached
4. Instruments of Debt-
a. 50,000 to be paid to Trust Account of the Law Offices of Xxx Xxxxxxxx to
reduce outstanding debt not being transferred with this agreement
5. All Raw Material Accounts Payable as attached hereto in EXHIBIT B.
6. Contractors Accounts Payable as attached hereto in EXHIBIT B.
7. Facilities
a. Purchaser will pay rent / lease and
b. Purchaser will be responsible for utilities (electricity, phone, water,
etc.).
EXHIBIT B
I. RAW MATERIAL ACCOUNTS PAYABLE
Ashland Chemical Company $ 792.00
Xxxxxx Scientific $ 400.00
Sensient Flavors $ 804.00
Lab Safety Co $ 500.00
Loveland Industries $ 1168.00
Ideal Chemical $ 6547.00
Bio Cat $ 687.00
---------------------
TOTAL $10,898.00
II. ACCOUNTS PAYABLE
Xxxx Xxxx, C.P.A. $10,071.56
American Air Specialist $15,993.85
Xxxxx Xxxxxxx Electrical $ 5,488.55
Xx Xxxx'x Boiler $ 3,090.28
--------------------
TOTAL $34,644.24
III. Back Salaries
1. Dr. Ram Kunkala
Unpaid Salaries $20,000.00
Unpaid Medical Insurance $11,293.10
--------------------
TOTAL $31,293.10
2. Xx. Xxxxx Xxxxx
Unpaid Salaries $20,500.00
Reimbursement
for Product Payment to Credit Card $ 814.33
--------------------
TOTAL $21,314.33
3. Xxx Xxxxxx- $101,559.93
4. Xxxxx X. Xxxxxx, III- $55,000
5. Xxxxx Xxxx- $55,000
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