[DESCRIPTION] ASSET PURCHASE AGREEMENT
ASSET PURCHASE AGREEMENT
ASSET PURCHASE AGREEMENT, dated as of October 15, 1999, by and between "1
POTATO 2, INC.", a Minnesota corporation ("Seller"), and WRAPSTERS ACQUISITIONS
CORP., a Colorado corporation ("Purchaser").
RECITALS
Seller owns the assets of the business known as "1 Potato 2" ("Business"),
located at 0000 Xxxx Xxxx Xxxx, Xxxxx 000, Xxxxxxxxxxx, Xxxxxxxxx 00000,
including the franchises, franchise rights, franchise agreements, contracts,
contract rights, UFOC's, accounts receivable, trademarks, trade names,
service marks, equipment, and other assets used in connection with the operation
of the Business and desire to sell said assets to the Purchaser.
AGREEMENT
In consideration of the mutual covenants of the parties herein contained,
it is hereby agreed as follows:
ARTICLE I
PURCHASE AND SALE
Section 1.1. TRANSFER OF ASSETS. At the closing (as defined in Section 6.1)
Seller shall transfer to Purchaser, and Purchaser shall purchase the assets
listed on Exhibit "A," subject to the following terms and conditions:
(A) All financial obligations pertaining to the Assets included in Exhibit
"A"shall be paid current to the date of closing by Seller or, if not paid
current, the payment of said financial obligations up to the date of closing
shall be the sole responsibility and liability of Seller.
(B) From the date of closing and henceforth, Purchaser shall be entitled
to own and operate the said Assets pursuant to the terms and conditions of the
franchise agreements and other operative contracts, and shall be entitled to
collect and retain any and all revenues resulting from said operation. With
respect to this clause, Seller represents and warrants that the actions taken
by the parties herein shall not violate or breach any term of said financial
obligations or result in the termination thereof.
Section 1.2 PURCHASE PRICE. The Purchase Price for the Assets listed on
Exhibit "A" shall be the issuance of 600,000 shares of the no par value common
stock of Purchaser's parent corporation, Wrapsters, Inc., with registration
rights pertaining to 400,000 of said shares, and the payment of the sum of
$400,000.00, payable as follows:
(A) Purchaser shall execute a Promissory Note in the form attached as
Exhibit "B" payable to Seller in the principal amount of $400,000.00 with
interest at the rate of 7.5% per annum, and will be amortized over a period of
five (5) years, in equal semi-annual installments of principal and interest
commencing six months after the signing of said note.
Section 1.3. Taxes, utilities and insurance shall be prorated to the day of
closing.
Section 1.4. Other than as specifically otherwise designated herein,
accounts payable up to the date of closing shall be paid by Seller and accounts
payable subsequent to the day of closing shall be paid by Purchaser, and
accounts receivable up to the date of closing shall be retained by Seller and
accounts receivable subsequent to the day of closing shall be paid to Purchaser.
Section 1.5. All contracts, franchises, franchise rights, deposits and all
other Assets shall be transferred to Purchaser at closing and Purchaser shall be
entitled to retain the entire proceeds therefrom.
ARTICLE II
REPRESENTATIONS OF SELLER
Section 2.1. AS TO SELLER. The Seller makes the following representations
and warranties to Purchaser:
(A) GOOD STANDING. The Seller is a corporation duly organized, validly
existing and in good standing under the laws of the State of Minnesota; and the
Seller has the power and authority to carry on its business as the same is
presently conducted and to own and lease its properties where such properties
are now owned and leased.
(B) ASSETS. Attached hereto as Exhibit "A" is a list of assets to be
transferred under this Contract. The Seller has good title to all of the Assets
free and clear of all liens, claims, encumbrances, and/or equities of others
of any nature as of the date of transfer. Purchaser accepts said Assets "AS IS."
All equipment shall be in good working condition on the date of closing. To
the extent such assets are not in good working condition, the Seller shall be
solely responsible for any necessary repairs.
(C) LICENSES. The Seller warrants that it has applied for all business
licenses.
(D) LITIGATION. To the Seller's knowledge, there are no investigations,
actions, suits, or proceedings pending or threatened against or affecting the
Seller in any court or before any governmental agency or instrumentality that
would or could affect the validity or enforceability of this Agreement; nor to
the Seller's knowledge is the Seller now, and as of the date of closing, it
will not be in default with respect to any order, writ, injunction, judgment or
decree of any court or federal, state or municipal governmental department,
commission, board, bureau or instrumentality that would or could affect the
validity or enforceability of this Agreement.
(E) COMPLIANCE WITH OTHER DOCUMENTS AND INSTRUMENTS. The Seller warrants
that it is in substantial compliance with the requirements and provisions of all
instruments and documents to which it is a party or to which it may be subject.
(F) TAXES. The Seller warrants that it has filed or has made provisions for
the filing of all federal and state tax returns which are required to be filed;
has paid all taxes to be paid, and at final closing shall provide Purchaser
with sufficient evidence that payment of all taxes anticipated to be payable
with respect to the periods subsequent to the latest taxes paid through the date
of final closing have been paid.
As of the date hereof, no tax liabilities have been assessed or proposed
which remain unpaid and the Seller will furnish such additional information as
it may have in its possession which is necessary to enable Purchaser to cause
proper tax returns to be prepared.
(G) CONTRACTS. All contracts or agreements, to which the Seller is a party
which materially affect the Business and/or operations of the Seller are
described in detail in Exhibit "A" attached hereto, and the Seller has in all
respects substantially performed its obligations required of it to date under
all such contracts and agreements.
(H) COMPLIANCE WITH LAWS. The Seller warrants that it has materially
complied with all laws, regulations and orders of governmental authorities in
the conduct of its business. The Seller has not received any notice (which
remains outstanding) which asserts noncompliance in any respect with
applicable laws, rules and/or regulations of the United States of America or of
any state, county, municipality or other political subdivision having
jurisdiction over it, or any agency thereof.
(I) Seller warrants that all accounts payable due on or before the date of
closing shall be paid in full on or before said date or, if not paid current,
the payment of said accounts payable up to the date of closing shall be the
sole responsibility and liability of Seller. Should Purchaser receive any
invoices for goods or services purchased by Seller subsequent to the date of
closing, Purchase shall forward such invoices to Seller. Seller agrees to hold
harmless and indemnify Purchaser for such invoices.
Section 2.2. SURVIVAL. The representations and warranties contained in this
Agreement shall survive the closing date, and bind all parties hereto.
ARTICLE III
REPRESENTATIONS OF PURCHASER
Section 3.1. GENERAL VALIDITY. Purchaser represents and warrants to the
Seller as follows:
(A) GOOD STANDING. The Purchaser is a corporation duly organized, validly
existing and in good standing under the laws of the State of Colorado; and the
Purchaser has the power and authority to carry on its business as the same is
presently conducted and to own and lease its properties where such properties
are now owned and leased.
(B) AUTHORIZATION. Purchaser has full power and authority to enter into
this Asset Purchase Agreement and to perform same. This Asset Purchase
Agreement, upon execution and delivery, will constitute the binding and valid
obligations of Purchaser, enforceable according to its terms.
(C) NO CONSENTS. Purchaser need not obtain any consent, approval,
authorization or any other action of any governmental authority, or of any
third party in order to execute and perform this Asset Purchase Agreement.
Purchaser shall provide the appropriate governmental entities with all
required information to properly apprise such governmental authorities of the
proposed transfer and the names of all proposed officers and directors of the
Purchaser.
Section 3.2. SURVIVAL. The representations and warranties contained in this
Agreement shall survive the closing date, and bind all parties hereto until all
obligations created hereunder are paid in full pursuant to the terms herein and
the obligations of the Promissory Note attached as Exhibit "C," are performed
according to its terms.
ARTICLE IV
COVENANTS OF SELLER
Section 4.1. The Seller hereby covenants that, prior to closing, it will
not cause or permit any of the following without the written consent of
Purchaser:
(A) CHANGE BUSINESS. Make any substantial alteration in its business or
method of operation or take any action which will or may materially adversely
affect the value of any of its assets. Seller shall maintain the original
appearance of the Business until the date of closing.
(B) INDEBTEDNESS. Incur any indebtedness other than in its name and in the
ordinary course of business. Indebtedness for attorney fees and costs associated
with this transaction shall be allowed without the prior written consent of
Purchaser and shall be paid at the time of closing.
(C) CONTRACTS. Enter into any material contract or substantially amend or
alter any existing contract.
(D) TRANSFER OF PROPERTIES. Except in the ordinary course of business,
sell or transfer any of the Seller's properties.
(E) PAYMENT OF EXPENSES. Fail to pay any employee, suppliers, creditors,
including its Lessor, and others doing business with the Business being sold
herein.
(F) OPERATION. Subject to the foregoing and to the provisions for
apportionment as herein provided, the Seller shall operate the business in a
normal and prudent manner and take no actions that shall alter the character of
the Seller's Business.
(G) INCOME TAX LIABILITY. The Seller shall be solely liable for payment of
all state and federal taxes, whether income, or payroll, or property allocated
to Seller for the period prior to the date of closing. The Seller agrees to
defend, indemnify and hold Purchaser harmless from any claim against the
Seller or its assets relating to any period prior to the date of closing.
ARTICLE V
CLOSING
Section 5.1. TIME AND PLACE. The closing shall take place at the offices
of the Seller, 000 Xxxx Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxx, Xxxxxxx 00000 at 10
a.m. o'clock, November 10, 1999, or at such other time or such other place as
the parties may mutually agree, for the final payment of the purchase price,
conveyance of property, and adjustments of all other values.
Section 5.2. CONDITIONS OF PARTIES' OBLIGATIONS. All obligations of
Purchaser and Seller under this Agreement are subject to the fulfillment prior
to or at the closing of each of the following conditions, any one or more of
which may be waived by mutual consent of the parties:
(A) Seller and Purchaser shall have performed and complied with all
agreements, conditions and representations herein required to be performed or
complied with by them prior to or on the date of closing.
(B) All agreements pertaining to the operation of the Business, if any,
shall be approved for transfer.
(C) All franchises, franchise contracts, contracts, contract rights,
accounts receivable, trademarks, trade names, service marks, and other Assets
that are transferred pursuant to this Agreement shall be transferred at closing.
Section 5.3. EVENTS AT CLOSING. At the closing, the following events shall
occur:
(A) Purchaser shall execute and deliver the Promissory Note attached
hereto as Exhibit ".B."
(B) Seller shall deliver to Purchaser such other documents, keys, and the
like as are required to run the Business.
(C) Seller shall deliver to Purchaser a Xxxx of Sale conveying title to
all Business Assets.
(D) Each party shall deliver to the other such other documents,
certificates and the like as are reasonably required to perfect the transaction
contemplated hereby.
ARTICLE VI
REMEDIES
Section 6.1. The Purchaser shall not assume and shall not be obligated to
pay any liability or obligation of the Seller or any lien or encumbrance on the
Assets except the liability specifically and expressly assumed by the Purchaser
under this Agreement. The Seller agrees to indemnify, defend and hold the
Purchaser harmless from and against any loss or liability (including reasonable
attorney's fees) arising out of; or resulting from, operation of the Business
prior to the date of closing, including but not limited to all obligations and
liabilities of the Seller, except any liability which the Purchaser has agreed
to pay or assume; and from and against any and all loss, liability or deficiency
(including reasonable attorney's fees) arising out of or resulting from any
misrepresentation, breach of warranty or covenant of the Seller under this
Agreement, or under any certificate, agreement, appendix, schedule or
instrument furnished to the Purchaser pursuant to this Agreement or in
connection with any of the transactions contemplated hereby. The above
notwithstanding, the Seller shall have no responsibility for breach of a
representation or warranty, or for failure to perform any covenant under this
Agreement unless Purchaser gives Seller written notice of any such claim prior
to the expiration of six months following the date such claim arises, or six
months following the date of discovery or the date such claim should have been
discovered with reasonable diligence.
Section 6.2. The Purchaser shall notify the Seller in writing after the
occurrence of any event or the discovery of any fact which, in its opinion,
entitles or may entitle it to indemnification under this paragraph, provided
that the failure to give such notice shall not affect the liability of the
Seller under this paragraph except to the extent that it can prove that a
failure to give such notice adversely affects to a material degree its ability
to defend itself against a claim or to cure a default giving rise to a claim.
With respect to a threatened or asserted claim by third parties, the Seller,
subject to the provisions of this paragraph, shall, at its expense, promptly
defend such claim in a manner which would be required by the exercise of
reasonable prudence by counsel of its own choosing acting in the exercise of
its reasonable discretion. The Purchaser shall cooperate with the Seller in
such defense, but the Purchaser shall not be required to incur any expense.
Section 6.3. If the Seller, within a reasonable time after notice of
claim, fails to defend the Purchaser in a manner which would be required by
the exercise of reasonable prudence, in the judgment of the Purchaser acting
in the exercise of its reasonable discretion, the Purchaser shall be entitled
to undertake the defense, compromise or settlement at the expense of and for the
account and risk of the Seller.
Section 6.4. The Purchaser agrees to indemnify, defend and hold the Seller
harmless from and against any loss or liability arising out of, or resulting
from, operation of the Business of the Purchaser from and after the closing
date (including the liabilities assumed by the Purchaser); and from and against
any and all loss, liability or deficiency (including reasonable attorney's fees)
arising out of, or resulting from, any misrepresentation, breach of warranty or
covenant of the Purchaser under this Agreement or under any certificate,
agreement, appendix, schedule or instrument furnished to the Seller pursuant
to this Agreement or in connection with any of the transactions contemplated
hereby, provided that the following limitations shall be applicable:
(A) The Seller will notify the Purchaser in writing after the occurrence
of any event, or the discovery of any fact which, in its opinion, entitles it
or may entitle it to indemnification under this paragraph, provided that the
failure to give such notice shall not affect the liability of the Purchaser
under this paragraph except to the extent it can prove that the failure to give
such notice adversely affected to a material degree its ability to defend
against a claim or to cure a default giving rise to a claim. With respect to
asserted or threatened claims by third parties, the Purchaser, at its expense,
shall promptly defend such claim in a manner which would be required by the
exercise of reasonable prudence by counsel of its own choosing acting in the
exercise of its reasonable discretion. Without the written consent of the
Seller (which shall not be unreasonably withheld), the Purchaser will not
settle or compromise any claim or consent to the entry of any judgment which
does not include as an unconditional term thereof, the giving by the claimant
or plaintiff to the Seller of a release of all liability in respect to such
claim.
(B) If the Purchaser, within a reasonable time after notice of claim,
fails to defend the Seller in a manner required by reasonable prudence, the
Seller shall be entitled to undertake the defense, compromise or settlement
of such claim at the expense of and for the account and risk of the Purchaser.
Section 6.5. The Purchaser shall have no liability for breach of a
representation or a warranty or failure to perform any covenant under this
Agreement unless the Seller gives Purchaser written notice of a claim prior to
the expiration of six months from the date of this Agreement, or unless the
claim relates to a tax liability, or unless the claim was not known or
discoverable by Seller with reasonable diligence within such six month period,
in which event notice must be given within six months following the date of
discovery, or the date such claim should have been discovered with reasonable
diligence.
Section 6.6. If, after the closing, any claim is asserted against
Purchaser or the Assets as a result of an unsatisfied obligation of Seller,
then Purchaser will notify Seller of such claim and, within ten days following
such notification, Seller shall commence proceedings to contest the claim or to
defend the Purchaser against the claim. If Seller fails to contest or defend the
claim, or if contested, a final and nonappealable order in favor of the
claimant is entered, then Purchaser may pay the claim and set off the amount
paid against all sums due on the notes delivered to Seller at the closing.
Section 6.7. Any dispute regarding indemnification shall be resolved by
arbitration conducted pursuant to the Rules of the American Arbitration
Association. The arbitrator shall be selected by agreement of the parties, but
if they cannot agreed within twenty days of any objection to a claim for
indemnification, or if not objection is made thereto prior to twenty following
the demand, the selection shall be made pursuant to the Rules of the American
Arbitration Association. Any award rendered by an arbitrator shall be conclusive
and binding on the parties hereto. The parties shall each pay their own
expenses of arbitration and the expense of the arbitrator shall be shared
one-half by the Purchaser and one-half by the Seller, provided that the
arbitrator shall be entitled to award the prevailing party reasonable expenses
(including reasonable legal fees and costs) from the other party.
Section 6.8. DEFAULT AND TERMINATION. In the event of default by either
party, the remedies upon default are as set forth below, unless otherwise
provided in this Agreement.
(A) If Seller is in Default. Purchaser may elect to treat this Agreement
as terminated, in which case all payments and things of value received hereunder
shall be returned to Purchaser.
(B) If Purchaser is in Default. Seller may elect to treat this Agreement
as terminated, in which case all payments and things of value received hereunder
shall be forfeited and retained on behalf of Seller, and Seller may recover such
damages as may be proper.
(C) Anything to the contrary herein notwithstanding, in the event of any
litigation arising out of this Agreement, the court may award to the prevailing
party all reasonable costs and expense, including attorney's fees.
ARTICLE VII
RISK OF LOSS
In the event the premises shall be damaged by fire or other casualty prior
to the time of final closing, Seller shall bear the risk of loss and shall be
obligated to repair the same before the final date of closing as adjusted.
Seller shall be entitled to all the credit for the insurance proceeds resulting
from any such damage. Should any fixtures or services fail between the date of
this Agreement and the date of possession or the date of delivery of assignment,
whichever shall be earlier, then the Purchaser shall be responsible for the
repair or replacement of such fixtures or services with a unit of similar size
and quality, or an equivalent credit. Purchaser acknowledges that it is
purchasing all Assets on an "AS IS" basis as of the date of this Agreement.
Purchaser shall be responsible for the general upkeep and repair of the
premises.
ARTICLE VIII
MISCELLANEOUS
Section 8.1. BINDING ON PARTIES. This Agreement shall be binding upon and
inure to the benefit of Purchaser and Seller and their respective heirs,
personal representatives, successors and assigns.
Section 8.2. ENTIRE AGREEMENT. This Agreement contains the entire
agreement between the parties and may not be modified in any manner except by
an instrument in writing signed by all parties.
Section 8.3. PARAGRAPH HEADINGS. The paragraph headings are inserted only
for convenient reference and do not define, limit or prescribe the scope of this
Agreement or any Exhibit attached hereto.
Section 8.4. TIME. Time is of the essence herein, and all payments and
other conditions herein must be made at the time specified herein.
Section 8.5. GOVERNING LAW. This Asset Purchase Agreement shall be
construed in accordance with and governed by the laws of the State of Colorado.
Section 8.6. COUNTERPARTS. This Asset Purchase Agreement may be executed
simultaneously in two or more counterparts, each of which shall be deemed an
original.
Section 8.7. EXPENSES. Each party shall pay all of its own expenses in
connection with the preparation and performance of this Asset Purchase
Agreement.
Section 8.8. COMMISSIONS. The parties warrant that there are no commissions
or finders fees due and owing as a result of this transaction. Each party agrees
to hold the other party harmless from any liability for payment of any
commission or finders fee.
IN WITNESS WHEREOF, the parties hereto have executed this Asset Purchase
Agreement as of the day and year first above written.
PURCHASER
Xxxxxx X. Xxxxxx, Xx.
WRAPSTERS ACQUISITIONS CORP.
By: Xxxxxx Xxxxxx
Title: President
SELLER
Xxxxxxx X. Xxxxxx
By: Xxxxxxx X. Xxxxxx
Title: President
EXHIBIT A
ASSET PURCHASE AGREEMENT
EXHIBIT B
ASSET PURCHASE AGREEMENT
PROMISSORY NOTE
Principal Amount: $400,000.00 DENVER, COLORADO
DATE: October ___, 1999
FOR VALUE RECEIVED, WRAPSTERS ACQUISITIONS CORP., a Colorado Corporation,
(hereinafter "Maker"), promises to pay 1 POTATO 2, INC., (hereinafter "Holder"),
its successors and assigns, or order, the principal sum of $400,000.00 with
interest on the unpaid balance from the date hereof; until paid, at the rate of
7.5% per annum.
Principal and interest shall be payable at such place as Holder may designate,
in equal semi-annual installments of principal and simple interest due on the
six (6) month anniversary of the signing of this note and each six-month
anniversary thereafter, which shall be due, without demand on each such six-
month anniversary thereafter for a term of five (5) years, until this note shall
be paid in full, as follows:
1st Payment $55,000.00
2nd Payment $53,500.00
3rd Payment $52,000.00
4th Payment $50,500.00
5th Payment $49,000.00
6th Payment $47,500.00
7th Payment $46,000.00
8th Payment $44,500.00
9th Payment $43,000.00
10th Payment $41,500.00
If any payment required by this Note is not paid in full, including late
charges, within ten (10) days after the payment is due, the entire principal
amount of the Note outstanding, and accrued interest thereon, may be Accelerated
without notice, at the option of the Holder and, upon Acceleration, shall at
once become due and payable at the option of the Holder.
Maker may prepay the principal amount outstanding under this Note, in whole or
in part, at any time during the term of this Note, without penalty. Any partial
prepayment shall be applied against the principal amount outstanding and shall
not postpone the due date of any subsequent payments or change the amount of
such payments.
This Note shall be the joint and several obligation of Maker and all other
makers, sureties, guarantors, endorsers, and their successors and assigns.
Any notice to Maker provided for in this Note shall be in writing and shall be
given and be effective upon (1) delivery to Maker, or (2) by mailing such notice
by first class mail, to Maker at Maker's last known address, or to such other
address as Maker may designate by notice to Holder. Any notice to Holder shall
be in writing and shall be given and be effective upon (1) delivery to Holder,
or (2) by mailing such notice by first class mail, to the Holder at Holder's
last known address, or to such other address as Holder may designate by notice
to Maker.
The obligation of the Maker under this Note shall not be transferred or
assigned, without the express written consent of the Holder, which consent the
Holder may reasonably withhold.
This Note has been executed and delivered in Colorado and all questions and
disputes regarding the validity, enforcement, interpretation and construction of
its terms and provisions shall be determined in accordance with the local laws
and decisions of the State of Colorado. Maker hereby waives any right to
transfer or change the venue of any litigation brought against Maker by Holder
in accordance with this paragraph.
Maker, Maker, endorser, guarantors, sureties, accommodation parties and all
other persons liable for all or any part of the indebtedness evidenced by this
Note, or the performance of the covenants contained herein, jointly and
severally waive diligence, presentment, protest, and demand, and also notice
of protest, dishonor, and maturity; and consent to any and all renewals,
extensions or modifications of the terms of this Note, including time for
payment and further agree that any such renewal, extensions or modifications
of the terms of this Note, including time for payment and further agree that any
such renewal, extension, modification of the terns of the Note shall not affect
the liability of any of said parties for the indebtedness evidenced by this
Note; and any such renewals, extensions or modifications may be made without
notice to any of said parties.
Words in this Note in one gender shall be deemed to include other genders, and
the singular shall be deemed to include the plural and the plural the singular
where appropriate.
No failure by the Holder to strictly enforce any term or provision of this Note,
including the acceptance by the Holder of any late or partial payment, shall
operate or be construed or interpreted as a waiver of any default or of the
Holder's right to Accelerate this Note or take any other action to which the
Holder is entitled under the terms of this Note.
This Note shall be binding upon and enforceable against the Maker as well as the
Maker's respective heirs, devisees, representatives, transferees, successors,
and assigns.
MAKER:
By:
WRAPSTERS ACQUISITIONS CORP.
By:
Title:
MALL OF AMERICA EQUIPMENT LIST
1. Storefront Sign Local
2. Custom cabinet X'Xxxxx Cabinet
3. P.O.S. Terminal (4) Sharp 3100
4. P.O.S. Monitor (3) Sharp
5. P.O.S. Controller (3) Sharp
6. Hot Food Table Delfield #8731
7. Steam Table Xxxxx
8. Work Table NSF Approved
9. Cold Food Table (4 Well) Delfield 14260-24
10. Sneeze Guard (8'0") Custom/Palm
11. Custom Cabinet (Pick-up) X'Xxxxx Cabinet
12. Custom Cabinet (Microwaves) X'Xxxxx Cabinet
13. Microwave Ovens (9) Amana #RC-14SE 1400 Watt
14. Under Counter Refrigerator Delfield 4048 w/SS
top and b-splash (2 door)
15. U/C Xxxxxx Xxxxxxxx #000 (1 door)
16. Deep Fryer 3 ea. - Gas
w/quick disc. Frymaster GE-14SD 35lb.
17. Exhaust Hood (Fryers) (5'0") Ansul/Captive Ave
18. Blanching Rack -- 2 ea. New Age 1210
19. Custom Cabinet (Drinks) X'Xxxxx Cabinet
20. Iced Tea Dispenser Xxxxxx
21. Coffee Xxxxxx Bunnmatic, Brewmatic
22. Neon Script Signs Local
23. Neon Fry Sign/Neon Potato Zuleen Design
24. Neon Smothered Mashed Potatoes Xxxxxx Design
25. Lite Writer
26. Menu Board - 10 panel X'Xxxxx Cabinet
MALL of AMERICA EQUIPMENT LIST
(continued)
27. Hand Sink (w/faucets) - ea. Advance #7-PS-60 147.00
28. Soap Dispenser - 2 ea. Local
29. 2-Compartment Prep Sink Advance 810.00
30. Towel Dispenser - 2 ea. Local
31. Convection Oven (2) Marathoner 5,667.00
32. Exhaust Hood (Ovens) Captive Ave
4'6"x4'x2"
33. Fire Protection System Ansul or as req.
34. Fire Extinguisher - 2 ea. Local
35. Ice Machine (600# or larger) Manitowoc/series 1000
36. Soft Drink System Pepsi
37. Reach-In Refrigerator Delfield
38. Reach-In Refrigerator (2 door) Victory
39. Reach-In Refrigerator (1 door) Delfield
40. Reach-In Freezer (I door) Delfield
41. Storage Shelves - 5 ea. Metro Wire
42. Wall Mounted Shelves - 10 ea. Metro/Local
43. Work Table w/Drawer - 2 ea. NSF Approved
5' and 4'
44. Food Processor Hobart PD-35
45. Fry Cutter/Mounting Rack Nemco
46. 3-Compartment Sink NSF Approved
47. File Cabinets - 2 ea. Local
48. Chair Local
49. Bulletin Board Local
50. Floor Safe Local
51. Time Clock Simplex
52. Employee Lockers Local
RIDGEDALE EQUIPMENT LIST
1. Storefront Sign Local
2. Custom Cabinet (order) X'Xxxxx Cabinet
3. Sharp 3100 Registers (3) #99014144
#99014134
#99014314
4. P.O.S. Monitor (2) Sharp/DPM
5. P.O.S. Controller Sharp/DPM
6. Xxx Disp/Ice Bin/Cup Disp Pepsi
7. Hot Food Table Delfield #8731 2-Well
Drop-In Hot Food Unit -
Add for drains & manifold
SN #28207
8. Work Table Custom 6'9" X 2'9"
Stainless Steel Hot/Cold
Counters w/cutouts for
drop-ins, stainless legs
& shelf below, stainless
apron for mounting
controls
9. Cold Food Table Delfield #8145 3-Well
Drop-In Cold Food Unit,
(Wrapped rail const.)
with 5 year warranty
SN #28932
10. Sneeze Guard Custom/Palm
11. Custom cabinet (Pick-up) X'Xxxxx Cabinet
12. Custom Cabinet (Microwaves) X'Xxxxx Cabinet
13. Amana Microwave Ovens (6) #AK51031592 #EE52300605
#LF50642014
#BK50642127
#BK50642148
#BK50642140
14. Under counter Refrigerator #229169-F, #255813T
Delfield #406 Under-
counter Refrigerator with
5-year warranty
SN #255813 - Add for
3-1/2 casters
RIDGEDALE EQUIPMENT LIST
(continued)
15. Deep Fryer 3 ea. #9112FM0057
w/quick disc. #9112FMOO59
Frymaster GF-14SD Gas
Fryer w/stainless steel
front, fry pot, casters.
SN #9303FM0325 - Add for
3/4"x4'0" Quick
Disconnect w/restraining
cable - Add for stainless
steel Connecting strips
(2)
16. Exhaust Hood (Fryers) Ansul/Captive Ave
17. Blanching Rack New Age 1210
18. Custom Cabinet (Drinks) X'Xxxxx Cabinet
19. Iced Tea Dispenser Xxxxxx
20. Coffee Xxxxxx Bunnmatic, Brewmatic
21. Neon Fry Sign Xxxxxx Design
22. Lite Writer Corporate office
23. Menu Board X'Xxxxx Cabinet
24. Hand Sink (w/faucets) Advance - 7 -PS-60 S/S
25. Soap Dispenser Local
26. Towel Dispenser Local
27. Convection Oven (2) USED Montague #2-115A
Double Deck Gas
Convection Oven on
casters. (USED #6683 and
6684) - Add for 3/4"x
4'0" Quick Disconnects
(2) with restraining
cable
28. Exhaust Hood (Ovens) Captive-Air 4'0" x 4'0"
x 2'0" high Stainless
Steel Exhaust Hood with
baffle filters, light
29. Fire Protection System Aqua Fog Factor Pre-piped
Fire Protection System
for exhaust hoods as
required by the Fire
Xxxxxxxx
RIDGEDALE EQUIPMENT LIST
(continued)
30. Fire Extinguisher Local
31. Ice Machine Manitowoc #920463183
32. Soft Drink System Pepsi
33. Reach-In Refrigerator Hobart/Delfield
34. Reach-In Freezer Hobart/Delfield
35. Storage Shelves Metro Wire
36. Wall Mounted Shelves Metro/Local
37. Spare
38. Work Table w/Drawer NSF Approved
39. Food Processor Hobart PD-35.
40. Fry Cutter/Mounting Rack Nemco
41. 3-Compartment Sink NSF Approved
42. Produce Sink (If Req'd) Custom 3'2"x2'3"
Stainless Steel Produce
sink with drainboard on
right
43. Desk Local
44. Chair Local
45. Bulletin Board Local
46. Floor Safe Local
47. Time Clock Simplex or equiv.
48. Employee Lockers Local
BURNSVILLE EQUIPMENT LIST
1. Storefront Sign Local
2. Custom Cabinet
3. P.O.S. Terminal (3) Sharp 3100
4. P.O.S. Monitor (2) Sharp
5. P.O.S. Controller Sharp
6. Hot Food Table Delfield #48334
7. Cold Food Table
8. Sneeze Guard Custom
9. Custom Cabinet (Pick-up)
10. Custom Cabinet (Microwaves)
11. Microwave Ovens (6) Amana RS14SE
12. Under Counter Refrigerator Delfield 402 w/SS
top and b-splash
13. Deep Fryer 3 ea.
w/quick disc. Frymaster GF-14
14. Exhaust Hood (Fryers) Ansul
15. Blanching Rack New Age 1210
16. Custom Cabinet (Drinks)
17. Iced Tea Dispenser Xxxxxx
18. Coffee Xxxxxx
19. Neon script signs Xxxxxx Design
20. Neon Fry Sign Xxxxxx Design
21. Lite Writer Corporate office
22. Menu Board - 8 panel
23. Hand Sink (w/faucets) - 1 ea. Advance
24. Soap Dispenser - 1 ea. Local
25. Towel Dispenser - 1 ea. Local
26. Convection Oven (2) Hobart
BURNSVILLE EQUIPMENT LIST
(continued)
27. Exhaust Hood (Ovens) Ansul
28. Fire Protection System Ansul
29. Fire Extinguisher - 7. ea. Local
30. Ice Machine (400#) Xxxxxxxxx
00. Soft Drink System Pepsi
32. Reach-In Refrigerator (3 door) Hobart
33. Reach-In Refrigerator (2 door)
34. Reach-In Freezer (1 door) Hobart
35. Storage Shelves - 4 ea. Metro Wire
36. Wall Mounted Shelves - 1 ea. Metro/Local
37. Work Table w/Drawer - 2 ea. NSF Approved
5' and 6'
38. Food Processor Hobart PD-35
39. Fry Cutter/Mounting Rack Nemco
40. 3-Compartment Sink NSF Approved
41. Produce Sink NSF Approved
42. Desk Local
43. Chair Local
44. Bulletin Board Local
45. Floor Safe Local
46. Time Clock Simplex
47. Employee Lockers Local
FRANCHISES 12/16/99
Store Telephone
Franchise Owner Store Location & Store Manager
Xxx Xxxxxxx Southwest Plaza 303/904-2624
000 Xxxxxxxxxx Xxxxxx Xxxxx 0-X-000
Xxxxx Xxxxx, XX 00000 0000 X. Xxxxxx Xxx.
Xxxxxxxxx, XX 00000 Alliant - Denver
Crossroads Center 320/529-8214
Space A-20
0000 X. Xxxxxxxx Xxxxxx Xxxxxxxx-Xxxxxxxx
Xx. Xxxxx, XX 00000
Xxxxx & Xxxxxx Xxxxx Westminster Mall 714/893-8334
00000 Xxxx Xxx Xxxxx 0000 Xxxxxxxxxxx Xxxx
X.X. Xxx 000 Xxxxxxxxxxx, XX 00000
Xxxxxxx Xxxxxxx, XX 00000 Sysco - Los Angeles
909/867-3105 (H)
909/337-5199 (Postal Store)
Xxxx Xxxxxx Oak Park Mall 913/894-1713
0000 Xxxx 000xx Xxxxxxx 00000 X. 00xx Xx., XXX-X
Xxxxxxx, XX 00000 Xxxxxxxx Xxxx, XX 00000 Xxxxxxxx-Cedar
Rapids
Xxxxxxx Xxxxxx Southridge Mall 414/421-3250
N58 W33138 Road M 0000 X. 00xx Xx., Xxxxx 000
Xxxxxxxx, XX 00000 Xxxxxxxxx, XX 00000 Xxxxxx Xxxxxxxxxx
414/966-1092 (H) East Towne Mall 608/000-0000
414/000-0000 (Cell 000 Xxxx Xxxxx Xxxx
414/000-0000 (O) & (Fax) Xxxxxxx, XX 00000
West Towne Mall 608/833-2368
000 Xxxx Xxxxx Xxxx
Xxxxxxx, XX 00000
Xxxxxxxx -
Mayfair Mall Oak Creek
2500 N. Mayfair Rd., Space 000
Xxxxxxxxx, X I 53226
414/257-9083 co-owned w/X.Xxxxxx
Xxxxxxxx X. Xxxxxxx Xxx River Mall 920/735-9630
0000 Xxxxxxxx Xx., # X 0000 X. Xxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000 Xxxxxxxx, XX 00000
920/830-6565 (H) Xxxxxxxx-
920/739-3566 (H) (Xxxxxxx Xxxxx) Shawano
Xxx & Xxxxxxx Xxxxxxxxx Oxmoor Center 502/339-9410
0000 Xxxx Xxxxxxx Xx 0000 Xxxxxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000 Space XX-0 Xxxx Xxxxxx
Xxxxxxxxxx, XX 00000
502/426-9484 (H) Alliant -
502/ Steak Escape Indianapolis
Xxxxx Xxxxx/Najmee Khan Southridge Mall (pending 11/1) 414/421-3250
0000 Xxxxxx Xxxxx 0000 X. 00xx Xx., Xxxxx 000
Xxxxxx, XX 00000 Xxxxxxxxx, XX 00000
414/241-9758 (H)
414/000-0000 (Fax) The Grand Avenue
414/651-4328 000 X. Xxxxxxxxx Xxxxxx Xxxxxxxx -
Space 0000 Xxx Xxxxx
Xxxxxxxxx, XX 00000
Xxx Xxxxxxx Brea Mall 714/990-8439
0000 Xxxxxxx Xxxxxx Xxxx.0000 Brea Mall Way
#M103 Space 000
Xxxxxxxx Xxxxx, XX 00000 Xxxx, XX 00000 Sysco -
714/990-0440 Los Angeles
000-000-0000 fax
Ahmed Koubaytari City Center 612/332-4481
00000 Xxxxxxx Xxxxx 000 Xxxx Xxxxxx
Xxxx Xxxxxxx, XX 00000 00 Xxxxx 0xx Xxxxxx
Xxxxxxxxxxx, XX 00000
Burnsville Center -5083.593103
000 Xxxxxxxxxx Xxxxxx Xxxxxxxx -
Xxxxxxxxxx, XX 00000 Xxxxxx
Xx Soon & Xxxxx Xxx Northbrook Center 847/480-0470
000 Xxxxx Xxxx 0000 Xxxxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000 Xxxxxxxxxx, XX 00000 Xxxxxxxx -
(000) 000-0000 (H) Oek Creek
Xxxxxxx Made Topanga Plaza 818/887-1908
Xxxxxx Xxxxxxxxxx 0000 Xxxxxxx Xxxxxx Xxxx.
Space 1-F Sysco- Los Angeles
Ed & Xxxxx Xxxxxx Xxxxxxxxx Mall 307/234-0205
000 Xxxxxx Xxxxxx 000 Xxxxxxx Xxxx.
X.X. Xxx 000 Xxxxx 000
Xxxxxxx, XX 00000 Xxxxxx, XX 00000 Xxxxxxxxx XxXxxxx
320/367-2475 (H) Impact Plastics Advert., Inc.
320/847-2355 (O) 000 XxxxxXxxx Xxxxx Xxxxxx
320/367-2377 (Fx) Xxx 000 Xxxxxxx - Xxxxxx
Xxxxx Xxxx, XX 00000
Xxxxxxx X. Xxxxxx Oakwood Mall 715/831-1646
000 Xxxxxx Xxxxxx, #00 Xxxx #000
Xxx Xxxxxx, XX 00000 0000 Xxxx Xxxx
Xxx Xxxxxx, XX 00000
715/830-2472 Pager)
612/925-4243 (Xxxx G)
Xxxxxxx X. Xxxxxx
0000 Xxxxxxxxxx Blvd, Suite 000 Xxxxxxxx - Xxxxxxxx
Xx. Xxxxx Xxxx, XX 00000
Xx Xxxxx Maplewood Mall 0.870320856
0000 Xxxxxx Xxx Xxxx 0000 Xxxxx Xxxx Xxx.
Xxxxx, XX 00000 Space 2312 Xxxxxxxx - Xxxxxx
Xxxxxxxxx, XX 00000
Young & Xxxxx Xxxx Spring Hill Mall 847/428-1433
0000 Xxxxxx Xxxxx Xxxx 0000 Xxxxxx Xxxx Xxxx Xxxxxxxx-Xxx Xxxxx
Xxxxxxx, XX 00000-0000 Xxxx Xxxxxx, XX 00000
Xxxxxx Xxxx Apache Mall 507/252-0711
000 XX 000xx Xxxxxx 000 Xxxxxx Xxxx
Xxxxx, XX 00000 Xxxxxxxxx, XX 00000 Xxxxxxxx-Xxxxxx
507/545-2324 (H) 507/529-9182(W) (000)000-0000 fax
Xxxx/Xxxxx Xxxxxxxxxxx Westroads Mall 402/398-1802
000 Xx. Xxxxxxxx Xxxxxx Space FC3
Xxxxxxxxx, XX 00000-0000 Dodge Street & Regency Pkwy. Xxxxxxxxx X.
Xxxxx, XX 00000
402/592-9275 (H)
402/000-0000 (Xxxxx Car Phone) Oak View Mall 402/330-0788
402/000-0000 (Xxxx Cellular) 0000 X. 000xx Xxxxxx Space VC3
402/000-0000 (Xxxx Fax)-Office Xxxxx, XX 00000 Xxxxxxxx-Xxxxxxxx
Xxxxxxx/Xxxxx Xxxxxxxxxx Xxxxxxxxx Xxxxx 000/000-0000
Xxxx Xxxx, XX 00000 0000 Xxxxxxxxx Xxxxx X.X. 000
Xxxxxxxxx, XX 00000
909/944-5099 (H)
Acct: Xxxxxxx Xxxxxxxxxx
714/261-7727 (Office) Sysco-Los Angeles
714/000-0000 (Fax)
Xxxxxx Xxxxxx Empire Mall 605/361-3412
47512-248th Street 0000 Xxxxxx Xxxx
Xxxx Xxxxxx, XX 00000 Xxxxx Xxxxx, XX 00000-0000 Xxxxxx Xxxxxx
605/428-5690 (0-Home)
605/339-3557 (H) 605/000-0000 (fax)
605/000-0000 (0) EIN#00-0000000 Xxxxxxxx-Xxxxxxxx
State Tax #1-97026883-M &
97-RS-0039260
Xxx/Xxxxx Xxxxxx Bay Park Square 920/490-4632
0000 Xxxxxxxx Xxxxx Xxxx 000 Xxx Xxxx Xxxxxx
Xxxxxxx, XX 00000 Xxxxx Xxx, XX 00000 Xxxxxx Xxxxxxxx
920/434-9000 (H) Xxxxxxxx-Shawano
920/000-0000 (Fax)
Xxx/Xxxxxx Xxxxxxxx Fashion Show 702/369-1656
0000 Xxxxxx Xxx 0000 Xxx Xxxxx Blvd. S. S.D. 810
Xxx Xxxxx, XX 00000 Space #2
Xxx Xxxxx, XX 00000 Xxxxx Xxxxxxxx
702/451-2303 (H)
702/000-0000 (Fax)
PROMISSORY NOTE
Principal Amount $400,000.00 DENVER, COLORADO
DATE: November 10, 1999
FOR VALUE RECEIVED, WRAPSTERS ACQUISITIONS CORP., a Colorado Corporation,
(hereinafter "Maker"), promises to pay 1 POTATO 2, INC., (hereinafter "Holder"),
its successors and assigns, or order, the principal sum of $400,000.00 with
interest on the unpaid balance from the date hereof, until paid, at the rate of
7.5% per annum.
Principal and interest shall be payable at such place as Holder may
designate, in equal semiannual installments of principal and simple interest
due on the six (6) month anniversary of the signing of this note and each six-
month anniversary thereafter, which shall be due, without demand on each such
six-month anniversary thereafter for a term of five (5) years, until this note
shall be paid in full, as follows:
1st Payment $55,000.00
2nd Payment $53,500.00
3rd Payment $52,000.00
4th Payment $50,500:00
5th Payment $49,000.00
6th Payment $47,500.00
7th Payment $46,000.00
8th Payment $44,500.00
9th Payment $43,000.00
10th Payment $41,500.00
If any payment required by this Note is not paid in full, including late
charges, within ten (10) days after the payment is due, the entire principal
amount of the Note outstanding, and accrued interest thereon, may be Accelerated
without notice, at the option of the Holder and, upon Acceleration, shall at
once become due and payable at the option of the Holder.
Maker may prepay the principal amount outstanding under this Note, in whole
or in part, at any time during the term of this Note, without penalty. Any
partial prepayment shall be applied against the principal amount outstanding
and shall not postpone the due date of any subsequent payments or change the
amount of such payments.
This Note shall be the joint and several obligation of Maker and all other
makers, sureties, guarantors, endorsers, and their successors and assigns.
Any notice to Maker provided for in this Note shall be in writing and shall
be given and be effective upon (1) delivery to Maker, or (2) by mailing such
notice by first class mail, to Maker at Makers last known address, or to such
other address as Maker may designate by notice to Holder. Any notice to Holder
shall be in writing and shall be given and be effective upon (1) delivery to
Holder, or (2) by mailing such notice by first class mail, to the Holder at
Holders last known address, or to such other address as Holder may designate by
notice to Maker.
The obligation of the Maker under this Note shall not be transferred or
assigned, without the express written consent of the Holder, which consent the
Holder may reasonably withhold.
This Note has been executed and delivered in Colorado and all questions and
disputes regarding the validity, enforcement, interpretation and construction of
its terms and provisions shall be determined in accordance with the local laws
and decisions of the State of Colorado. Maker hereby waives any right to
transfer or change the venue of any litigation brought against Maker by Holder
in accordance with this paragraph.
Maker, endorser, guarantors, sureties, accommodation parties and all other
persons liable for all or any part of the indebtedness evidenced by this Note,
or the performance of the covenants contained herein, jointly and severally
waive diligence, presentment, protest, and demand, and also notice of protest,
dishonor, and maturity; and consent to any and all renewals, extensions or
modifications of the terms of this Note, including time for payment and further
agree that any such renewal, extensions or modifications of the terms of this
Note, including time for payment and further agree that any such renewal,
extension, modification of the terms of the Note shall not affect the liability
of any of said parties for the indebtedness evidenced by this Note; and any such
renewals, extensions or modifications may be made without notice to any of said
parties.
Words in this Note in one gender shall be deemed to include other genders,
and the singular shall be deemed to include the plural and the plural the
singular where appropriate.
No failure by the Holder to strictly enforce any term or provision of this
Note, including the acceptance by the Holder of any late or partial payment,
shall operate or be construed or interpreted as a waiver of any default or of
the Holder's right to Accelerate this Note or take any other action to which
the Holder is entitled under the terms of this Note.
This Note shall be binding upon and enforceable against the Maker as well
as the Makers respective heirs, devisees, representatives, transferees,
successors, and assigns.
MAKER:
By: Xxxxxx X. Xxxxxx. Jr.
WRAPSTERS ACQUISITIONS CORP.
By: Xxxxxx X. Xxxxxx, Xx.
Title: President
