PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement, dated April 15, 1996 ("Agreement"), by
and between Atlantic International Capital, Ltd. ("Purchaser"), and Xxxxx X.
Xxxxxxxxx d.b.a. Ram Associates and Xxxxx X. Xxxxxxxxx ("Seller").
The parties agree as follows:
Seller hereby sells, transfers, assigns, conveys, and delivers to
Purchaser, and Purchaser purchases and accepts from Seller, all assets,
including, without limitation, licenses, computer equipment, software, a fully
operational and commercially functioning Internet virtual casino and sports book
and various other Internet products. Inventory list is attached as Exhibit "A".
Seller represents that it is conveying an operating business to the Purchaser.
Seller represents that it is conveying his interest to Purchaser free and clear
of any and all liens, pledges, encumbrances, claims and rights of others of any
kind of nature.
Purchaser will pay the Seller one million two hundred and thirty
thousand dollars ($1,230,000.00) payable as $30,000.00 in cash and 2.38 shares
of common stock valued at $504,201.68 per share. The closing date will be no
later than June 15, 1996 or within ten days of the initial funding of the
Purchaser. At closing $30,000.00 will be paid to the Seller. Within ten days of
acceptance of the Internet casino and sports book product, 25% of the shares of
stock will be distributed to the Seller. The balance of the shares will be
distributed to the Seller by December 31, 1996. Xxxxx X. Xxxxxxxxx will continue
to operate the business as well as perform other management functions.
Purchaser may assign this Agreement, or any party thereof, to any
person or entity.
This Agreement contains the entire agreement among the parties to
this agreement.
IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement as of the date first written above.
Atlantic International Entertainment, Ltd. Xxxxx X. Xxxxxxxxx
By: /s/ Xxxxxx Xxxxxx /s/ Xxxxx X. Xxxxxxxxx
-------------------------- -------------------------
Title: Chairman and
Secretary
PURCHASE AND SALE AGREEMENT
BETWEEN
ATLANTIC INTERNATIONAL CAPITAL, LTD.
AND
RAM ASSOCIATES
ASSET LIST
Internet Sites/Products:
Community Casino
Hotel HotLinks
Club Interactive
WorldWide Medical
As Seen On TV
realSports
Software:
Windows 95
Windows NT Server (10 user)
ACT (14 user)
CorelDraw (10 user)
Corel Ventura (10 user)
MicroGraphix Designer
MicroGraphix Picture Publisher
BSDI Unix (Unlimited user)
Various other commercial software
Custom CGI/Perl Scripts
Hardware:
Six Gateway 2000 486sx workstations
One Gateway 2000 486dx servers
One Epson high resolution flat bed scanner
Seven Intel network cards and cables
Ten Zoom modems
One Ascend Pipeline 50 Router
