Asset Purchase Agreement
This Asset Purchase Agreement (the "Agreement") is made this 20th day of May,
2004 between American Capital Holdings, Inc. hereinafter referred to as "ACH"
and IS Direct Agency, Inc. located at 0000 Xxxx Xxxxxx, Xxxxxxxxxxxxx,
XX 00000 hereinafter referred to as "ISDA". ACH's mailing address is 000
Xxxxxxx Xxxxxx Xxxxxxxx, Xxxxx 000, Xxxx Xxxxx Xxxxxxx, XX 00000.
Recitals
WHEREAS, Pursuant to an Agreement between parties on May 20, 2004 ACH is
desirous to purchase certain assets of the ISDA in order to avail itself of
ISDA's expertise, background, and knowledge of, but not limited to, whole
and term life insurance products, licenses, licensees and management. ACH
is willing to purchase said assets and explore business opportunities based
upon the terms and conditions herein contained.
NOW THEREFORE, in consideration of the recitals, promises and conditions
contained herein, ACH and ISDA agree as follows:
Acquisition: ACH hereby agrees to purchase, and ISDA agrees to sell,
the assets described in Exhibit A, which is appended hereto and made a
part hereof (the "Assets") for a purchase price of Eight Hundred
Thousand (800,000) shares of the common stock of ACH valued @ $5.00
per share.
ACH will establish an updated post-acquisition shareholder
list with Florida Atlantic Stock Transfer which will reflect pro-rata
percentage amount of shares listed in ISDA's capitalization table, which
is appended herein as Exhibit B. ACH will cause a Florida corporation to
be formed and named as IS Direct, Inc. ("ISDI") will become a wholly
owned subsidiary of ACH. Xxxxxxxxxxx Xxxxxx will become President of ISDI
and will cause ACH to be licensed to sell insurance products in all fifty
(50) states of the United States of America.
Xxxxxxx X. Xxxxxx will be
appointed Chief Financial Officer and a member of the Board of Directors
of ISDI. The following persons will also be named as directors:
Xxxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxxx
Xxxxxxx Xxxxxx
1) Other Conditions:
ACH will cause to be issued 1,200,000 shares of its authorized,
but unissued, common stock for issuance on a pro-rata basis to the
current shareholders described in Exhibit B. ACH will agree to register
these shares in ACH's upcoming SB-2 filing. The ISDA shareholders, other
than Xxxxxxxxxxx Xxxxxx (who will be governed under SEC 144 rules and
regulations) will agree to twelve (12) month equal monthly sale provision
of the shares of ACH with thefirst month beginning the effective date
notice received by ACH from the United States Securities & Exchange
Commission.
2) Notice: Notice pursuant to this agreement shall be considered valid by
personal service or depositing in United States Postal Service certified
mail to the address heretofore given by the parties. Each party, upon
written notice, may change the address of notice.
3) Benefit of Agreement: This agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective heirs and successors
and assigns.
4) Governing Law: This agreement shall be governed and construed by the
Laws of the State of Florida.
5) Assignment: No assignment, in part or whole shall be made of this
agreement without the written consent of both parties and should such
assignment be made without consent, such assignment will constitute a
breach of this agreement.
6) Entire Agreement: This agreement constitutes the entire agreement and
may be modified only in writing with concurrence of both parties.
7) Litigation: Upon the event of litigation, the prevailing party shall be
entitled to fees and expenses as awarded by a competent jurisdiction from
the other party.
IN WITNESS WHEREOF, both parties hereby agree to this Agreement this 20th
day of May 2004.
IS Direct Agency, Inc. American Capital Holdings, Inc.
BY: /s/ Xxxxxxxxxxx X. Xxxxxx BY: /s/ Xxxxxx X. Xxxxxxxx
-------------------------- --------------------------
Xxxxxxxxxxx X. Xxxxxx, President Xxxxxx X. Xxxxxxxx, Director
BY: /s/ Xxxxx X. Xxxxxxx
--------------------------
Xxxxx X. Xxxxxxx, Director
Exhibit B
IS Direct Agency, Inc
Shareholder Listing
Xxxxx Xxxxxx 2,000,000
Xxxxxxxxxxx Xxxxxx 7,500,000
Xxxxx Xxxxxx 4,820,000
Xxxxx Xxxxxx 2,000,000
TOTAL 16,320,000
Shares In Small Investor Group
Total Shares 217,500
Shares in Reserve for Note Conversion
Xxxxx XxXxxx 30,000
Xxxx Xxxxxxxx 25,000
Xxx Xxxxxx 100,000
TOTAL 155,000
Share Distribution
Outside Investors 217,500
Officers/Founders 16,320,000
Xxxxxxxxx Ventures 140,000
Note Reserve 155,000
TOTAL 16,832,500
Authorized Shares 20,000,000
Shares in Treasury 3,167,500
IS Direct Agency, Inc.
ACH May 20, 2004
Asset Purchase Agreement
Exhibit A
Asset Schedule
IS Direct Term Quick Website
IS Direct Agency Name
Insurance Licenses
Software
Business Process Methods
Trademarks
Customers
Potential Customers
Vendor Relationships
Insurance Carrier Relationships
Broker Relationships
