Exhibit 10.30
AGREEMENT FOR THE SALE OF ASSETS
This Agreement is entered into upon execution by and between PERIX
INDUSTRIES, INC., a California corporation, with its offices at 0000 Xxxx
Xxxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx 00000-0000 (hereinafter referred to as
"Seller") and SOLPOWER CORPORATION, a Nevada corporation, with its headquarters
located at 0000 Xxxx Xxxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxx, 00000
(hereinafter referred to as "Buyer").
Seller is the owner and operator of an enzyme products division known and
doing business as E*COR and desires to sell all assets of E*COR (hereinafter
referred to as the "Business").
Buyer desires to purchase from the Seller the aforesaid Business, free of
all obligations and liabilities.
In consideration of the mutual terms, conditions and covenants hereinafter
set forth Seller and Buyer agree as follows:
1. Seller shall sell to Buyer the Business owned and operated by the Seller.
Such sale shall include the assets as shown in Schedule "A" and Schedule
"B" attached hereto, which shall also include : goodwill; assignment of
trade names, trademarks and copyrights, web sites and domain names,all
sales and client records pertaining to the operations of the Business,
except those necessary for tax filing and record retention purposes; and
copies of all contracts between the Business and third parties.
2. All accounts payable, liabilities and obligations incurred by Seller in the
conduct of the Business up to the date of closing shall be the
responsibility of the Seller, except the invoice to Copytron in the
approximate amount of $1,300, and Seller shall hold the Buyer harmless
against such amounts. Buyer is not acquiring, directly, any of Seller's
liabilities by operation of law or otherwise.
3. The purchase price for the assets transferred pursuant to Agreement and
Schedule "A & B" is One Hundred Thousand (100,000) common shares in the
capital stock of Buyer. Payment shall be made upon signing of this
Agreement by delivery of a share certificate registered in the name of
Seller.
4. Until the closing date Seller agrees to conduct the Business in the same
manner in which it has heretofore been conducted.
5. Seller shall not for a period of five (5) years from the closing date
through any entity in which Seller has an ownership or management interest
or control:
(a) Compete, either directly or indirectly, with the Business for the
products and services provided by the Business as of the date of
closing.
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(b) Solicit any individuals or businesses who were customers of the Seller
prior to closing or disclose any information about said customers to
any person, company or other legal entity.
(c) Directly or indirectly, induce, or attempt to influence, any employee
of the Business to terminate their employment.
6. Seller represents and warrants to Buyer:
(a) All assets transferred pursuant to this Agreement, except as otherwise
noted on Schedule "A", are free of any and all liens, security
interests, claims and encumbrances.
(b) Seller is not in breach or default of any contract, lease or other
commitment to be assigned pursuant to this Agreement and will not
commit a breach or act of default to the date of closing.
(c) Seller makes no representation or warranty as to the future conduct of
the Business and the continued relationship with the customers of the
Business.
(d) Other than those attached to this Agreement there are not outstanding
leases; employment agreements; employee pension, retirement or union
agreements to be assumed by Buyer.
(e) Seller has not engaged a broker for the sale represented by this
Agreement. Each party hereto agrees to indemnify and hold the other
harmless from any broker's or finder's fee or alleged broker's or
finder's fee incurred by the other party, or any claim by any party
that the other entered into an agreement for a broker's or finder's
fee.
(f) All inventory transferred herein is sold as is, no implies or
expressed warranties exist.
(i) No special consents are required to carry out transactions
contemplated by the Agreement.
THE ABOVE REPRESENTATIONS AND WARRANTIES SHALL SURVIVE CLOSING.
7. Buyer agrees to indemnify and hold Seller harmless from any liability
arising out of any agreement or commitment initiated by Seller and which is
continued by Buyer after the date of closing.
8. Closing shall take place on December, 2000 at the office of Buyer.
9. Each party must from time to time execute and deliver all such further
documents and instruments and do all acts and things as the other party may
reasonably require to effectively carry out or better evidence or perfect
the full intent and meaning of this Agreement.
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10. This Agreement, which term as used throughout includes the Schedule
attached hereto, embodies the entire agreement and understanding of the
parties hereto in respect of the subject matter contained herein. There are
no restrictions, promises, representations, warranties, covenants or
undertakings other than those expressly set forth or referred to herein.
This Agreement supersedes all prior agreements and understandings between
the parties with respect to such subject matter.
THE PARTIES hereto have executed this AGREEMENT FOR THE PURCHASE OF ASSETS on
the day of December 2000, at Scottsdale, Arizona, USA.
SELLER:
PERIX INDUSTRIES
By: /s/ Xxxxx X. Xxxxxxxx
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Its: Chairman
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BUYER:
SOLPOWER CORPORATION
By: /s/ Xxxx Xxxxxxxx
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Its: CEO
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SCHEDULE "A"
LIST OF ASSETS OF PERIX INDUSTRIES, INC. DBA, E*COR SOLD TO SOLPOWER
CORPORATION:
1. The E*COR web site and all pertaining literature, materials, designs and
domain names. All transfer cost will be paid by Buyer.
2. All active contracts and purchase orders, with the continuation of
projects, as follows:
(a) Hannibal Industries. First phase total proposal - $8,300 less
$1,478.50 billed 11/21/00.
(b) Delta Environmental ARCO Station #3006, total proposal - $6,200 less
$1,000 billed 12/15/00.
(c) Delta Environmental ARCO Station #35308, total proposal - $5,200 less
$1,000 billed 12/15/00.
(d) EPI Tacoma site. All future work to be assigned to Buyer. Currant
contract to be collected by Perix.
(e) Xxxxx ARCO Station, contract value $1,000.
(f) Signal Hill project committed but not purchased, contract value
$60,000.
3. All contacts, past clients and targeted future clients.
4. All customer and prospect files.
5. All enzyme and supplies in inventory as of the closing related to the
business approximate cost $30,000.
6. Exclusive rights to the name E*COR and its brand names EZKLEAN(TM),
SOILKLEAN(TM), and PETROKLEAN(TM).
7. Environmental approval from the State of Florida and Clean Air Solvent
Certificate for SCAQMD (expires 02/01/05) No claim is made to the status of
the approval.
8. PETROKLEAN(TM) proprietary formulation and trademark.
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SCHEDULE "B"
PERIX INDUSTRIES
E*COR INVENTORY AS OF 12-15-00
SIZE
-------------------------
PRODUCT # MEASURE QUANTITY TOTAL QUANTITY COST TOTAL COST
------- --- ------- -------- -------------- ---- ----------
HC Zyme 55 Gal. 1 55 $ 3 $ 165
XX 0000 SOILKLEAN 5 Gal. 1 5 $18 $ 90
55 Gal. 18 990 $18 $ 17,820
Bactozyme (Blue) 5 Gal. 4 20 $ 3 $ 60
WT 2000 ezKLEAN 55 Gal. 9 495 $13 $ 6,435
Empty Containers 5 Gal. Buckets 39 39 $ 5 $ 195
1 32 oz. spray bottle 80 80 $ 2 $ 160
1 Plastic bottle 94 94 $ 2 $ 188
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Misc.* See notes $ 3,000
GRAND TOTAL $ 28,113
NOTES:
1/2 x 55 gal. Drum soilKLEAN on rack
3/4 x 55 gal. Drum ezKLEAN on rack
2-5 gallon of petro-KLEAN
Moisture analyzers (1)
Sight gauges (4)
Drum cradles (4)
Drum forklift adapter (1)
2 plastic boxes w/lids soil testing
4 empty plastic drums.
ALL THE ABOVE PRODUCTS ESTIMATED AT $3,000
Inventory completed by: Xxx Xxxxxxxxx
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