AGREEMENT OF PURCHASE AND SALE OF ASSETS
This AGREEMENT OF PURCHASE AND SALE OF ASSETS is
entered into as of the 5th day of October, 1998, by and
between Disaster Plus Corp., a Texas corporation having
its principal place of business at ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ("Disaster Plus"), ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and
▇▇▇▇▇ ▇. Blyel, the owners of Disaster Plus and the
owners of certain assets used by Disaster Plus in the
carpet cleaning business, having offices at ▇▇▇ ▇▇▇▇ ▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ("Blyels") (Disaster Plus and
Blyles are sometimes collectively referred to as
"Sellers"), and Venturi Technologies, Inc., a Nevada
corporation, having its principal office at ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ("Purchaser").
WHEREAS, Sellers own and operate a carpet and
upholstery cleaning business located in Utah County,
Utah;
WHEREAS, Purchaser desires to purchase from Sellers,
and Sellers desire to sell to Purchaser the Sellers'
Assets used in, and connected with, the Sellers' carpet
cleaning business in exchange for Purchaser's common
stock upon the terms described in this Agreement.
NOW, THEREFORE, in consideration of the mutual
agreements set forth herein, the parties agree as
follows:
1. Purchase and Sale of Business. Sellers shall
sell to Purchaser, and Purchaser shall purchase from
Sellers all of Sellers' interest in all the business
assets, goodwill and rights owned by Sellers and used in
the operation of Sellers' business ("Sellers' Assets"),
including (i) the right to use Sellers' business name,
(ii) the assets listed in the Bills of Sale and
Assignments attached as Exhibits "A-1" and "A-2," and
(iii) the assets listed on the Balance Sheet described in
Section 5.3, except for assets disposed of in the
ordinary course of Sellers' business between the Balance
Sheet Date and the Closing Date. Sellers shall transfer
Sellers' Assets free and clear of all liabilities and
liens except as provided by this Agreement.
2. Payment For Sellers' Assets.
2.1 Stock for Sellers' Assets. As full payment for
Sellers' Assets, Purchaser shall, at the Closing, cause
to be issued to Sellers, in such proportions as directed
by Sellers, a total of four thousand (4,000) shares of
Purchaser's $.001 par value common stock (the "Shares").
2.2 Restricted Stock. The Shares issued to Sellers
under this Agreement have not been registered with the
Securities and Exchange Commission, nor have the Shares
been qualified under the securities laws of any state.
The Sellers acknowledges that the Shares are subject to
the following restriction which will be printed in the
following form on the certificates representing the
Shares:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT") OR
QUALIFIED UNDER THE SECURITIES LAWS OF ANY
STATE (THE "LAW"). SUCH SECURITIES HAVE BEEN
ACQUIRED FOR INVESTMENT AND NEITHER SAID SHARES
NOR ANY INTEREST THEREIN MAY BE SOLD OR OFFERED
FOR SALE IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT FOR THE SHARES UNDER THE
ACT AND QUALIFICATION UNDER THE LAW OR AN
OPINION OF COUNSEL SATISFACTORY TO THE
CORPORATION THAT SUCH REGISTRATION AND
QUALIFICATION ARE NOT REQUIRED AS TO SAID SALE
OR OFFER.
Sellers represent the following to Purchaser in order to
establish exemptions from registration under Federal and
state securities laws. Seller are acquiring the Shares
for their own account, for investment, and not for resale
in connection with any distribution thereof. Sellers
have such knowledge and experience in business and
financial matters that they are capable of evaluating the
risks of obtaining the Shares. Sellers understand the
speculative nature of the Shares. Sellers have adequate
net worth and means to provide for their current needs
and to sustain a complete loss of their investment.
Sellers have no need of liquidity of their investment.
Sellers understand that at present no public market
exists, and that a public market may never exist, for the
Shares and that the Purchaser is under no obligation to
provide a market for the Shares.
2.3 Restriction on Resale. Except as provided
below, Sellers shall not, without the prior written
consent of the Purchaser, offer for sale, sell, pledge,
hypothecate or otherwise dispose of, directly or
indirectly, any of the Shares, in any manner whatsoever,
whether pursuant to SEC Rule 144 or otherwise, prior to
the date that is one (1) year after the Closing Date;
provided however, that a certain number of Shares shall
be released from this restriction on the following
schedule:
5% of the total initial amount of the
Shares shall be released each month during
the thirteenth (13th) through sixteenth
(16th) month after the Closing Date;
8% of the total initial amount of the
Shares shall be released each month during
the seventeenth (17th) through twenty-first
(21st) month after the Closing Date; and
10% of the total initial amount of the
Shares shall be released each month during
the twenty-second (22nd) through twenty-fourth (24th) month
after the Closing Date.
The certificates representing the Shares shall contain,
for so long as this restriction remains in effect, a
legend in substantially the following form:
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE
SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER,
INCLUDING AN AGREEMENT BETWEEN THE COMPANY AND
THE ORIGINAL HOLDER OF THE SHARES REPRESENTED
BY THIS CERTIFICATE THAT THE SHARES MAY NOT BE
OFFERED OR SOLD FOR A CERTAIN PERIOD OF TIME
AFTER THE DATE OF ISSUANCE.
2.4 Right of Rescission. Either party may rescind
this Agreement by personally delivering a written notice
of rescission to the other party. The rescission cannot
occur earlier than sixty (60) days after the Closing
Date, and it cannot occur later than ninety (90) days
after the Closing Date. If there is a rescission, each
party shall return as close as reasonably possible the
other party to its position prior to the Closing.
Specifically, Sellers shall return the stock certificates
and shall assume the liabilities assumed by Purchaser on
behalf of Seller, and Purchaser shall return Sellers'
Assets (or their net value).
2.5 Consent to Dilution. Sellers understand that
Purchaser plans to acquire other businesses and assets by
issuing stock, and that Purchaser may issue shares of its
stock for other reasons in the future. Sellers
understand and consent that future issuance of stock will
dilute Sellers' proportionate ownership of Purchaser.
2.6 Liabilities Undertaking. At the Closing
Purchaser shall sign a Liabilities Undertaking in the
form of the attached Exhibit "___," pursuant to which
Purchaser shall assume to pay or discharge the
obligations set forth therein.
3. Closing. The Closing shall take place at the
close of business on the 5th day of October, 1998, at
Purchaser's office or at such other time and place as the
parties agree, but in no event at a date later than
August 30, 1998.
4. Sellers' Obligations at Closing; Further
Assurances.
4.1 At the Closing, Sellers shall deliver to
Purchaser:
4.1.1 a cashier's or certified check
payable to Purchaser in the amount of Disaster
Plus' cash on hand and in banks, less the
amount necessary for all uncleared checks to
clear which are in payment of liabilities
assumed by Purchaser hereunder (and Disaster
Plus agrees to keep enough money in the bank
for such checks to clear) or, at Purchaser's
option, an assignment of all of Disaster Plus'
bank accounts;
4.1.2 a ▇▇▇▇ of Sale and Assignment signed
by Disaster Plus in the form attached as
Exhibit "A-1" and a ▇▇▇▇ of Sale and Assignment
signed by Bleyls in the form attached as
Exhibit "A-2;"
4.1.3 any other instruments of assignment
and transfer necessary to vest in Purchaser
good and marketable title to Sellers' Assets;
4.1.4 all contracts and records relating
to Sellers' Assets; and
4.1.5 all documents required by this
Agreement.
4.2 At any time after the Closing, Purchaser may
request and Sellers must sign and/or deliver any
documents necessary to transfer and assign to Purchaser,
and confirm Purchaser's title to Sellers' Assets, and to
assist Purchaser in the exercise of all rights thereto.
After the Closing, Sellers shall have access to the books
and records pertaining to its operations.
4.3 Purchaser shall have the right to collect all
receivables transferred to Purchaser under this Agreement
and to endorse Sellers' name on checks received for such
receivables. Sellers shall transfer to Purchaser any
cash or other property Sellers receives for such
receivables.
4.4 Sellers shall pay any income taxes payable as a
result of this transaction, and shall indemnify Purchaser
from any income tax liability that may result from this
transaction.
4.5 The parties agree to allocate the purchase
price among the Sellers' Assets as set forth in Schedule
4.5.
5. Representations and Warranties by Sellers.
Sellers represent and warrant to Purchaser as follows:
5.1 Organization, Standing and Qualification.
Disaster Plus is a corporation duly organized, validly
existing and in good standing under the laws of the State
of Utah. Bleyls are individuals who own all of the
outstanding capital stock of Disaster Plus, and who may
own some of the assets used by Disaster Plus in Disaster
Plus' carpet cleaning business. Sellers have all
requisite corporate or other power and authority and are
entitled to carry on their respective businesses as now
being conducted and to own, lease or operate their
properties as and in the places where such businesses are
now conducted. Sellers are properly licensed to conduct
their respective businesses.
5.2 Execution and Performance of Agreement;
Authority. The performance of this Agreement by Sellers
will not result in a default or breach of any other
agreement to which Sellers are a party. Sellers have the
authority to enter into this Agreement.
5.3 Financial Statements. The copies of the
following financial statements given to Purchaser and
prepared by Sellers (called the "Financial Statements")
are complete and correct, have been prepared from the
records of Sellers in accordance with generally accepted
accounting principles and fairly present the financial
condition of Sellers as of their dates and the results of
its operations for the periods covered thereby:
5.3.1 an unaudited balance sheet of
Sellers (the "Balance Sheet") as of ________,
199__, (the "Balance Sheet Date") and Sellers'
unaudited income or cash flow statement for the
period ended __________, 199__.
Such statements of earnings do not contain any items of
special income or any other income not earned in the
ordinary course of business except as specified therein,
and such interim financial statements include all
adjustments, which consist only of normal recurring
accruals, necessary for such fair presentation.
5.4 Absence of Undisclosed Liabilities. Except as
reflected on Schedule 5.4 or on the Balance Sheet, as of
the Balance Sheet Date Sellers had no debts or
obligations of any nature whatsoever, including any tax
liabilities incurred in respect of Sellers' income, or
its period prior to the close of business on the Balance
Sheet Date or any other debts or obligations relating to
any act, omission or other condition which occurred or
existed on or before the Balance Sheet Date.
5.5 Taxes. Except as may be set forth on Schedule
5.5, all taxes and assessments imposed by any taxing
authority, whether federal, state, local, foreign or
otherwise which are due or payable by Sellers, and all
interest and penalties thereon, have been paid in full.
All tax returns required to be filed have been accurately
prepared and filed and all deposits required to be made
by Sellers with respect to employees' withholding taxes
have been made.
5.6 Absence of Changes or Events. Except as may be
set forth in Schedule 5.6, since the Balance Sheet Date,
there has not been any material adverse change in the
business, operations, properties, prospects, assets, or
condition of the Company, and no event has occurred or
circumstance exists that may result in such a material
adverse change.
5.7 Litigation. Except as set forth in Schedule
5.7 there is no claim, order, investigation or other
proceeding, against Sellers, their employees, their
properties, or business or the transactions contemplated
by this Agreement, and Sellers knows of no basis for the
same.
5.8 Compliance With Laws and Other Instruments.
Except as set forth in Schedule 5.8, Sellers has complied
with all laws applicable to their business. The
ownership and use of Sellers' Assets as well as the
conduct of their business will not conflict with the
rights of any other person or entity, and will not cause
a default under any agreement to which Sellers are a
party. Sellers are not aware of any proposed laws,
condemnations or other proceedings which would affect
their business or Sellers' Assets.
5.9 Title to Properties. Sellers have good title
to Sellers' Assets. None of Sellers' Assets are subject
to any lien, lease, license, or adverse claim except (i)
as expressly set forth in the Balance Sheet as securing
specific liabilities or as otherwise expressly permitted
by the terms of this Agreement, or (ii) insubstantial
imperfections of title which have arisen in the ordinary
course of business. Sellers' Assets are in good
operating condition and repair, are suitable for the
purposes used, and are adequate for all current
operations of Seller.
5.10 Environmental Compliance. Except as may be set
forth in Schedule 5.10: (a) Sellers' business is being
operated in compliance with all environmental laws and
with all terms of required permits and licenses, (b)
Sellers are not aware of any circumstances that may
interfere with their compliance with environmental laws
or which may give rise to any liability, or which would
otherwise form the basis of any claim or investigation,
and that is based on Sellers' manufacture, storage,
disposal, transport, or handling, or the release into the
environment, of any hazardous substance, (c) there is no
claim, investigation, or proceeding pending or threatened
against Seller, in connection with the Sellers' Assets or
their business relating to environmental laws, and (d)
Sellers currently maintains all material government
permits, licenses and agreements required to operate
Sellers' Assets and business, and has complied with all
requirements relating thereto.
5.11 Schedules. Schedule 5.11 contains a complete
list and description of:
5.11.1 All real property in which Sellers
has any ownership or other interest and which
is used in connection with the operation of
their business.
5.11.2 As of a date no earlier than June
30, 1998, all of Sellers' receivables with
detailed information on each receivable which
has been outstanding more than 30 days.
5.11.3 All equipment, motor vehicles, and
other personal property (other than inventory
and supplies), owned or leased by Sellers
setting forth a summary description of all
leases, claims, and conditions relating
thereto.
5.11.4 All patents, trademarks, service
marks, service names, trade names, and
copyrights together with any registrations,
applications and licenses related thereto,
owned by Sellers or used in the operation of
Sellers' business.
5.11.5 All insurance policies insuring
Sellers or their assets, specifying the name of
the insurer, the risk insured against, the
limits of coverage, the deductible amount, the
premium rate and the date through which
coverage will continue by virtue of premiums
already paid.
5.11.6 All contracts or agreements
relating to the Assets to which Sellers are a
party.
5.11.7 All loan agreements, conditional
sale agreements, security agreements,
guaranties, and leases to which Sellers are a
party.
5.11.8 All employment and consulting
agreements, compensation plans, pension plans
or retirement plans, group life, health and
accident insurance and other employee benefit
plans, including holiday, vacation, Christmas
and other bonus practices, to which Sellers are
a party.
5.11.9 The name of all banks where
Sellers have accounts or safe deposit boxes and
the names of all persons authorized to sign on
the accounts or have access to the boxes; and
the names of all persons holding tax or other
powers of attorney from Sellers and a summary
of the terms thereof.
All of the agreements, leases and licenses required to be
listed on Schedule 5.11 (other than those which have been
fully performed) are valid and binding, and except as
otherwise specified in Schedule 5.11, assignable to
Purchaser without the consent of any other party so that,
after assignment to Purchaser, Purchaser will be entitled
to the full benefits thereof. Except as disclosed in
Schedule 5.11, no payment required to be made under any
such agreement, lease or license has been prepaid more
than 30 days prior to its due date, and there is not any
default, or event which would constitute a default, and
none of such agreements, leases or licenses is unduly
burdensome or adverse to Sellers' Assets or business or
likely to result in any material loss or liability. None
of Sellers' existing or completed contracts is subject to
renegotiation with any government body.
5.12 No Guaranties. Except as may be set forth on
Schedule 5.12, no obligation of Sellers are guaranteed by
any other person or entity, nor has Sellers guaranteed
any obligation of any other person or entity.
5.13 Receivables. All Sellers' receivables have
arisen only from transactions in the ordinary course of
business and shall be fully collected within 90 days
after each receivable arose, without offset or resort to
litigation, except for an allowance for doubtful accounts
computed as a percentage of sales consistent with prior
practices as reflected on the most recent annual
Financial Statement.
5.14 Records. The accounting books of Sellers are
complete and correct, and no transactions which are
required to be recorded therein have been omitted.
5.15 Absence of Certain Business Practices. Neither
Sellers nor any employee or agent of Sellers has within
the past five years agreed to give any gift to any
customer, supplier, government employee or other person
who may be in a position to help or hinder the business
of Sellers which (i) might subject Sellers to liability
in any proceeding, (ii) if not given in the past, might
have had an adverse effect on the Sellers' Assets or
business as reflected in the Financial Statements, or
(iii) if not continued in the future, might adversely
affect Sellers' Assets or business, or which might
subject Sellers to liability in any proceeding.
5.16 Disclosure. All of Sellers' representations
made in this Agreement and its related documents are true
and contain no untrue statements and do not omit
important facts. Sellers has disclosed to Purchaser in
writing all the adverse facts concerning the Sellers'
Assets and their business.
5.17 No Conflict. Except as may be set forth on
Schedule 5.17, performance of this Agreement by Sellers
will not conflict with any regulations or agreements to
which Sellers are a party. No authorization or filing,
which has not already been completed, is necessary for
Sellers to perform this Agreement.
6. Representations and Warranties by Purchaser.
Purchaser represents and warrants to Sellers as follows:
6.1 Organization. Purchaser is a corporation
organized and in good standing under the laws of the
State of Nevada and has full authority to enter into this
Agreement and to carry on their business and to own and
operate their properties.
6.2 Authorization and Approval of Agreement. All
actions required to be taken by Purchaser relating to the
singing of this Agreement shall have been taken at or
prior to the Closing.
6.3 Execution and Performance of Agreement. The
performance of this Agreement by Purchaser will not
result in a default of any Agreement to which Purchaser
is a party. Purchaser has the authority to enter into
this Agreement.
6.4 Litigation. There is no claim, order,
investigation or other proceeding, against Purchaser
relating to the transactions contemplated by this
Agreement and Purchaser does not know or have any reason
to be aware of any basis for the same.
7. Conduct of Business Prior to Closing.
7.1 Prior to the Closing, Sellers shall conduct
their business only in a manner consistent with their
prior practice and shall preserve their assets and
properties in good condition and maintain insurance
thereon in accordance with present practices, and Sellers
will use their best efforts (i) to preserve the business
and organization of Sellers intact, (ii) to keep
available the services of Sellers' present employees,
agents and independent contractors, (iii) to preserve the
goodwill of Sellers' suppliers, customers, landlords and
others having business relations with it, and (iv) to
cooperate with Purchaser and assist in obtaining the
consent of any party to any lease or contract with
Sellers where the consent of such party may be required
by reason of this Agreement.
7.2 If there is a change in any information
contained in this Agreement or its related documents
prior to closing, Sellers shall give Purchaser prompt
written notice.
7.3 Sellers shall consult with and follow the
recommendations of Purchaser with respect to (i)
canceling agreements to which Sellers are a party,
including purchase orders and commitments for capital
expenditures or improvements, (ii) discontinuing
particular items or operations and (iii) purchasing,
pricing or selling policy (including selling merchandise
at discounts); provided, however, that nothing contained
in this Section shall require Sellers to take action that
is likely to result in a penalty or claim for damages
against Seller, or in losses to Seller, or to interfere
with the conduct of Sellers' business consistent with
prior practice, or to result in a breach by Sellers of
any of their representations contained in this Agreement
(unless the breach is waived by Purchaser).
8. Access to Information and Documents. Upon
Purchaser's request, Sellers shall give Purchaser access
to Sellers' personnel and all their properties, documents
and records and shall furnish copies of documents
requested by Purchaser. Purchaser shall not improperly
disclose the same prior to the Closing.
9. Employment Matters.
9.1 Purchaser intends to provide employment to as
many of Sellers' current employees as possible. Schedule
9.1 is a list of all Sellers' employees as of the date of
this Agreement, including the compensation for each
employee. Prior to the Closing Date, Purchaser shall
provide Sellers a list of employees whom Purchaser does
not intend to employ after the Closing Date. All
remaining employees shall become the employees of
Purchaser on the Closing Date.
9.2 Within a reasonable period following the
Closing Date Purchaser shall provide training and support
to Sellers' employees to enable them to use and sell
Purchaser's products and services.
10. Bulk Sales Compliance. Purchaser waives
Sellers' compliance with the Bulk Sales Law of any state.
Sellers agrees to pay all claims of creditors which could
be asserted against Purchaser because of such
noncompliance unless such claims are assumed by Purchaser
under this Agreement. Sellers indemnify Purchaser
against any liability or expense, including attorneys'
fees, incurred by Purchaser by reason of the failure of
Sellers to pay such claims.
11. Conditions to Purchaser's Obligations. All
obligations of Purchaser under this Agreement are subject
to, at Purchaser's option, each of the following
conditions at or prior to the Closing, and Sellers shall
use their best efforts to cause each condition to be
fulfilled:
11.1 All representations of Sellers in this
Agreement or the related documents shall be correct when
made and shall be deemed to have been made again as of
the Closing Date, and shall then be correct except for
changes allowed under the terms of this Agreement.
11.2 All duties required by this Agreement to be
performed by Sellers at or before the Closing shall be
performed.
11.3 Since the date of this Agreement there shall be
no material adverse change in the condition of Sellers'
Assets or their business.
11.4 All documents required to be delivered to
Purchaser at or prior to the Closing shall be delivered.
11.5 Sellers shall obtain written consents to the
transfer or assignment to Purchaser of all agreements of
Sellers where the consent of any other party may be
required.
12. Conditions Precedent to Sellers' Obligations.
All obligations of Sellers at the Closing are subject to,
at Sellers' option, each of the following conditions at
or prior to the Closing, and Purchaser shall use their
best efforts to cause each condition to be fulfilled:
12.1 All representations of Purchaser contained in
this Agreement or the related documents shall be correct
when made and as of the Closing.
12.2 All duties required by this Agreement to be
performed by Purchaser at or before the Closing shall be
performed.
13. Indemnification.
13.1 Sellers indemnify and agree to hold Purchaser
harmless from:
13.1.1 any loss suffered by Purchaser
because a representation was not true, a
warranty was breached or a duty was not
performed by Sellers contained in this
Agreement or a related document;
13.1.2 any loss suffered by Purchaser in
connection with any of Sellers' liabilities
which are not assumed by Purchaser under the
Liabilities Undertaking;
13.1.3 any liabilities or debts of
Sellers, which exist as of the Balance Sheet
Date or which arise after that date but which
are based upon any transaction, state of facts
or other condition which occurred on or before
the Balance Sheet Date, except to the extent
reflected on the Balance Sheet;
13.1.4 any liabilities or debts of
Sellers, which exist as of the Closing Date or
which arise after that date but which are based
upon any transaction, state of facts or other
condition which occurred on or before the
Closing Date, except to the extent (i)
reflected on the Balance Sheet or incurred
after the Balance Sheet Date in connection with
a purchase in the ordinary course of Sellers'
business and in conformity with the
representations contained in this Agreement,
and (ii) assumed by Purchaser under the terms
of the Liabilities Undertaking; and
13.1.5 any claims, judgments and
expenses, including legal fees, incurred for
any of the foregoing or for attempting to avoid
or oppose the same or for enforcing this
indemnity.
13.2 Purchaser hereby agrees to indemnify and hold
Sellers harmless from:
13.2.1 any loss suffered by Sellers
because a representation was not true, a
warranty was breached or a duty was not
performed by Purchaser contained in this
Agreement or a related document;
13.2.2 any liabilities or debts of
Sellers assumed by Purchaser under this
Agreement or the Liabilities Undertaking; and
13.2.3 any claims, judgments and
expenses, including legal fees, incurred for
any of the foregoing or for attempting to avoid
or oppose the same or for enforcing this
indemnity.
14. Nature and Survival of Representations and
Warranties. All representations and warranties contained
in this Agreement shall remain effective after the
Closing.
15. Notices. Any notices described under this
Agreement shall be in writing and shall be deemed given
when personally delivered or mailed by first class
registered mail, return receipt requested, addressed to
the parties at the addresses set forth above.
16. Arbitration.
16.1 Any action, dispute, controversy or
claim between or among the Parties, whether sounding in
contract, tort, or otherwise ("Dispute") shall, at the
request of any Party, be finally resolved by arbitration
as set forth below, and shall include any Dispute arising
out of or relating to this Agreement or any agreements or
instruments relating to this Agreement or delivered in
connection with this Agreement. Any such Dispute shall
be determined by arbitration in accordance with the
Commercial Arbitration Rules of the American Arbitration
Association. The arbitration proceedings shall be
conducted in Salt Lake City, Utah. The arbitrator(s)
shall have the qualifications set forth in Section 16.2.
All statutes of limitation which would otherwise be
applicable in a judicial action brought by a Party shall
apply to any arbitration proceeding under this Agreement.
16.2 The arbitrator(s) shall be selected in
accordance with the rules of the American Arbitration
Association from panels maintained by the Association. A
single arbitrator shall be knowledgeable in the subject
matter of the arbitration proceeding. If more than one
arbitrator is selected, at least one of the arbitrators
must be knowledgeable in the subject matter of the
Dispute and at least one of whom must be a practicing
attorney. If more than one arbitrator is selected, the
controversy shall be decided by a majority vote of the
arbitrators. The arbitrator(s) may award recovery of all
costs and fees (including attorneys' fees, administrative
fees, arbitrators' fees, and court costs) to the
prevailing party. The arbitrator(s) also may grant
provisional or ancillary remedies such as, for example,
injunctive relief, attachment, or the appointment of a
receiver, either during the pendency of the arbitration
proceeding or as part of the arbitration award.
16.3 Notwithstanding the applicability of
other law to any agreements or instruments between or
among the Parties, the Federal Arbitration Act, 9 U.S.C.
Sec. 1 et seq. Shall apply to the construction and
interpretation of this Agreement.
16.4 The Parties acknowledge that they have
read and understand the following disclosures:
ARBITRATION IS FINAL AND BINDING ON THE
PARTIES.
THE PARTIES ARE WAIVING THEIR RIGHT TO
LITIGATE IN COURT, INCLUDING THEIR RIGHT
TO A JURY TRIAL.
PRE-ARBITRATION DISCOVERY IS GENERALLY
MORE LIMITED AND DIFFERENT FROM COURT
PROCEEDINGS.
ARBITRATORS' AWARDS ARE NOT REQUIRED TO
INCLUDE FACTUAL FINDINGS OR LEGAL
REASONING AND ANY PARTY'S RIGHT TO APPEAL
OR TO SEEK MODIFICATION OF RULINGS BY
ARBITRATORS IS STRICTLY LIMITED.
17. Legal and Other Costs. In the event that any
party defaults in its obligations under this Agreement
and, as a result thereof, another party seeks to legally
enforce its rights hereunder against the defaulting
party, then, in addition to all damages and other
remedies to which the non-defaulting party is entitled by
reason of such default, the defaulting party shall be
liable for and shall promptly pay to the non-defaulting
party an amount equal to all costs and expenses
(including reasonable attorneys' fees) paid or incurred
by the non-defaulting party in connection with such
enforcement to the extent awarded by arbitration.
18. Miscellaneous.
18.1 This writing contains the entire agreement of
the parties concerning the subject matter hereof and it
may not be amended or terminated except by a written
agreement signed by all the parties.
18.2 No waiver of any default is valid unless
in writing and signed by the waiving party, and no such
waiver shall be deemed a waiver of any subsequent
default.
18.3 This Agreement shall be binding upon and inure
to the benefit of each corporate party, its successors
and assigns, and each individual party hereto and his/her
heirs, personal representatives, successors and assigns.
18.4 The paragraph headings are for the purposes of
convenience only and are not intended to define or limit
the contents of the paragraphs.
18.5 Each party shall cooperate and take such
further action as may be reasonably requested by any
other party to carry out the provisions and purposes of
this Agreement.
18.6 This Agreement may be executed in one or more
counterparts, all of which taken together shall be deemed
one original.
18.7 This Agreement and any amendments shall be
governed by and construed in accordance with law of the
State of Utah.
18.8 Any information revealed pursuant to this
Agreement or previously in the course of negotiations
shall be held in confidence and solely for the purpose of
consummating this Agreement in allowing the parties to
exercise prudent care. If this Agreement is not
consummated, no further use shall be made of such
information (except to the extent such information was
already known prior to this Agreement) and the parties
may be held accountable for any unauthorized use. If
this Agreement is not consummated, the parties shall
return all documents received from any party in
connection with this Agreement. If this Agreement is
consummated, neither party shall disclose any information
concerning the other party's business or the terms of
this Agreement except (i) as approved by the other party,
(ii) as necessary for the conduct of the Purchaser's or
Sellers' business, (iii) as required by law, or (iv) as
is ascertainable from public information.
18.9 Each provision of this Agreement shall be
interpreted in such a way as to be valid under all laws,
but in case any of the provisions shall be held to be
illegal or unenforceable, such illegality or
unenforceability shall not affect any other provision and
this Agreement shall be interpreted as if the invalid
provision was not included unless the absence of such
provision would make completing the transactions
contemplated hereby unreasonable.
IN WITNESS WHEREOF, the parties have caused this
Agreement to be signed as of the date first above
written.
SELLERS:
DISASTER PLUS CORP.
A Utah corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Its:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇
PURCHASER:
VENTURI TECHNOLOGIES, INC.,
a Nevada corporation
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
Its: President
