ims043005ebx_ex99-1.txt
EXHIBIT 99.1
ASSET PURCHASE AGREEMENT
This agreement for the sale and purchase of assets is entered into as of the
30th day of April 2005 between International Monetary Systems, Ltd. (Buyer or
IMS), a Wisconsin corporation, and Media Trade Exchange, Inc. d/b/a Eagle Barter
Exchange (Seller or EBX), a Tennessee corporation.
For consideration of the mutual covenants contained herein and for other
good and valuable consideration, the receipt of which is hereby acknowledged,
the parties hereby agree as follows:
1. Sale of Client Barter Accounts. On the effective date, Seller shall
sell, transfer, assign and deliver to Buyer, free and clear of all
liens, claims, encumbrances and charges, its membership list and all
client barter accounts of the members of EBX as listed on the EBX
software printouts as of the effective date. Should any account member
decide not to enter into an IMS agreement, the prior EBX contract will
remain in force but will be serviced by and belong to IMS. For purposes
of this Agreement, a barter trade account is an account of a member of
EBX, that member having entered into a membership agreement with EBX
prior to the effective date.
2. Sale of Other Business Assets. On the effective date, Seller shall sell,
convey, transfer assign and deliver to Buyer and Buyer will accept and
purchase certain of Seller's other business assets. These assets shall
include, but not be limited to, the following:
A. All furniture, fixtures and inventory currently being used in the
EBX office. (Exhibit A)
B. Accounts receivable as listed on the EBX software printout as of
the effective date. It is understood that any payments on these
accounts received by EBX after the effective date shall be
immediately remitted to IMS. (Exhibit B)
C. Any other assets agreed upon prior to the effective date.
D. It is understood that cash in EBX bank accounts is not included in
the assets being sold.
3. Consideration. In consideration of the transfer and delivery at closing
to Purchaser of the assets described in paragraphs 1 and 2, and upon
compliance with the covenants and agreements set forth herein, IMS shall:
A. Pay to Seller the amount of $365,000 payable as follows:
(i) At the closing, remit to Seller the sum of $40,000.00 in U. S.
currency. In addition, Buyer shall make a payment of $25,000.00 on
June 30, 2005. Purchaser shall also issue 600,000 shares of the
common stock of International Monetary Systems, Ltd. to Seller or
its designee. The stock will be subject to a one-year lock-up and
will be restricted as required under SEC Rule 144. The stock is
currently traded on the over-the- counter bulletin board under the
symbol: INLM.
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(ii) Assume responsibility for the management of Seller's client
membership list and the trade account balances of the EBX accounts
transferred as of the effective date. "Seller's trade account
balance" is defined as the total amount of trade dollars (positive
or negative) the members have available to use in trade.
(iii) Assume and agree to pay the balance of Seller's lease for the
premises now being occupied as the EBX offices at 0000 Xxxxxxxx
Xxxx, Xxxxxxxxxxx, TN.
4. Price Guarantee. IMS hereby guarantees a price of $.50 per share on
the 600,000 shares of IMS stock that are part of this agreement. To
secure this guarantee, Buyer agrees to the following:
A. Right to Redeem. Beginning May 1, 2006, Seller may require Purchaser
to buy back up to 16,000 of the shares per month at the guaranteed
price. This right is cumulative. In the event it is not exercised
during any month, it will carry forward and be exercisable in any
subsequent month.
B. Release of Purchaser's Obligations - Market Conditions. If after one
year from the effective date, Buyer's stock is trading in the public
market above $.60 per share and average daily trading volume for the
Purchaser's stock for 20 consecutive trading days is greater than
30,000 shares, and if Seller is eligible to sell shares under SEC
Rule 144, Purchaser shall have the right to give notice to Seller of
such circumstance and to require that Seller elect either:
(i) to sell 16,000 of the Guaranteed Shares into the market,
(ii) to allow Purchaser to redeem such 16,000 Guaranteed Shares at
the Guaranteed Price, or
(iii) to retain such 16,000 Guaranteed Shares for investment, in which
case Purchaser shall be relieved of $8,000 of its obligations
under this guaranty of stock value.
Seller shall notify Purchaser of its election hereunder within ten
days following receipt of Purchaser's notice. If Seller shall fail to
give such notice, Seller shall be deemed to have elected to retain
16,000 Guaranteed Shares for investment pursuant to clause (iii)
above.
The price guarantee will be considered as satisfied at such time as
Seller has received a total of $300,000 through any of the options
described in Section 4(B) or any combination thereof. In such an
event, all of Buyer's obligations will have been fulfilled.
5. Liabilities. IMS shall not be considered a successor corporation of EBX
and will not be responsible for any EBX liabilities not specifically
included in this Agreement.
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6. Default. In the event of a default hereunder, Buyer shall pay all of
Seller's legal fees and other costs of collection. Each of the following
shall constitute an "event of default" under this agreement: 1) the Buyer
should fail to make any payment to Seller when due hereunder for any
amounts pursuant to this Agreement or for any future amounts which Buyer
may owe to Seller; 2) Buyer shall fail to pay any judgment or lien
against it brought by any party or person without limitation, said lien
or judgment being an amount greater than $20,000.00; 3) the Buyer or any
of its Subsidiaries become insolvent, admit in writing its inability to
pay any of its debts as they become due, suspend business operations or
any material part thereof, make an assignment for the benefit of
creditors, or apply for, consent to, or acquiesce in the appointment of
a trustee, receiver, or any custodian for any of its property or
commence or have commenced against it any proceeding in bankruptcy,
reorganization, dissolution, liquidation, or readjustment of debt.
7. Employment Agreement. Xxxxxx Xxxx will enter into an Employment
Agreement with IMS to work as manager of the Chattanooga office, to
strengthen the Company's media program and to aid the Company with
expansion into other markets. (Attached as Exhibit C)
8. Non-compete Agreement. So long as Buyer is not in default in this
Agreement pursuant to Section 6 herein, Seller agrees that for a
period of 18 months from the effective date of this agreement, Seller
will not engage in or otherwise affiliate with any barter or trade
exchange located within a 50 mile radius of any IMS office, nor with
any other business operation directly or indirectly related to, or in
competition with, the business operation of International Monetary
Systems, Ltd. Seller also agrees that Seller will not induce nor attempt
to induce any of IMS's clients to transfer their patronage relating to
IMS's business from IMS to any other business or company engaged in a
similar business. If Buyer is in default, all accounts shall be
transferred to Seller and Seller may attempt at its option to continue
business in manner it sees fit.
9. Representations and Warranties of Seller.
A. Seller has the full right, power and authority to carry out this
Agreement in all respects and is not subject to any restriction or
agreement which prohibits or would be violated by consummation of the
transaction contemplated by this Agreement.
B. Seller, to its knowledge, has good and marketable title to the
purchased assets. All the purchased assets are free and clear of
restrictions on or conditions to transfer or assignment, and of liens,
pledges, charges, encumbrances, equities, claims, covenants,
conditions, or restrictions. All tangible personal property is in
good operating condition and repair, ordinary wear and tear excepted.
C. To the best of Seller's knowledge, and as of the date of this
Agreement, the information that has been furnished to Buyer by or on
behalf of Seller in connection with the transactions contemplated
hereby, taken together, does not contain any untrue statement of a
material fact or omit to state a material fact necessary in order to
make the statements contained therein not materially misleading.
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D. To Seller's knowledge, the Seller is not aware of any pending or
threatened suit, action, arbitration, or legal, administrative, or
other proceeding, or governmental investigation against or affecting
any of its assets. To its knowledge, Seller is not in default with
respect to any order, writ, injunction, or decree of any federal,
state, local, or foreign court, department, agency, or
instrumentality. Seller is not presently engaged in any legal action
to recover monies due to, or damages sustained by, Seller.
E. Except as otherwise set forth herein, to the best of Seller's
knowledge there is no fact, event, or condition which might
materially and adversely affect the financial condition of Seller's
business prior to the closing date. During the period between the
acceptance of this Agreement and closing, Seller will continue to
operate its barter exchange in substantially the same manner as it
has in the past.
10. Representations and Warranties of Purchaser.
A. Purchaser has the full right, power, and legal capacity to enter into
the Agreement and to consummate the transaction contemplated hereby.
This Agreement is valid and binding upon Purchaser in accordance with
its terms.
B. Neither the execution and delivery of this Agreement nor performance
of this Agreement by Purchaser will conflict with or result in the
breach of any contract or agreement to which Purchaser is a party or
by which Purchaser is bound.
11. Notice. All payments and communications which may be or are required to
be given by either party shall, in the absence of a specific provision
to the contrary, be in writing and delivered or sent by facsimile to the
parties at their following respective addresses and shall be deemed to
have been received at the time of delivery or facsimile transmission.
Either party may from time to time change its address by providing
written notice to the other party.
For the Seller: Media Trade Exchange, Inc.
Attn: Xxxxxx Xxxx, President
0000 Xxxxxxxx Xxxx Xxxxx 000
Xxxxxxxxxxx, XX 00000
Facsimile: (000) 000-0000
For the Buyer: International Monetary Systems, Ltd.
Attn: Xxxxxx X. Xxxxxx, President
00000 X. Xxxxxxxx Xx
Xxx Xxxxxx, XX 00000
Facsimile: (000) 000-0000
12. Headings. The headings in this Agreement are for reference purposes
only and shall not be deemed a part of this Agreement.
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13. Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.
14. Benefit. This Agreement shall be binding upon and inure to the benefit of
the parties hereto, their legal representatives, successors, and assigns.
15. Governing Law; Submission to Jurisdiction. This agreement shall be
construed in accordance with the laws of the State of Tennessee. Venue
for any disputes arising from this Agreement shall be placed exclusively
with the courts of the State of Tennessee. Purchaser and Seller hereby
irrevocably submit to the jurisdiction of any state or Federal court
located in the State of Tennessee and agree that process may be served
upon them by any means resulting in actual notice to them.
16. Closing. The closing shall take place on the date of this Agreement but
shall become effective as of April 30, 2005. Closing shall be held at
the EBX trade exchange offices located at 0000 Xxxxxxxx Xxxx,
Xxxxxxxxxxx, XX at 10:00 a.m. on that date, or at such other time and
place as the parties may agree upon in writing.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first written above.
INTERNATIONAL MONETARY SYSTEMS, LTD. MEDIA TRADE EXCHANGE, INC.
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxx Xxxx
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Xxxxxx X. Xxxxxx, President Xxxxxx Xxxx, President
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