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Exhibit No. 10.1 Asset Purchase Agreement with
I.S. Solutions LLC dated
February 24, 2005
ASSET PURCHASE AGREEMENT
This Asset Purchase Agreement (this "Agreement") is made on
February 24, 2005,
by and among I. S. Solutions, LLC, a New Mexico limited
liability company
("Seller"), and DataLogic New Mexico, Inc., a Delaware
corporation
("Purchaser"), a wholly owned and newly formed subsidiary of
DataLogic
International, Inc., a Delaware corporation ("DLGI").
WHEREAS, Seller is engaged in the business of IT services, has
contracts with
existing customers (the "Seller's Business Agreements"), owns
certain office
equipment used to conduct the IT services covered by Seller's
Business
Agreements (the "Seller's Equipment"), and desires to sell to
Purchaser,
subject to the terms and conditions of this Agreement, Seller's
Business
Agreements and Seller's Equipment.
WHEREAS, DLGI provides IT services through its wholly owned
subsidiary,
Datalogic Consulting, Inc., a Texas corporation, desires to
expand its
offering of IT services, Purchaser is a newly formed wholly
owned subsidiary
of DLGI, and desires to purchase, subject to the terms and
conditions of this
Agreement, Seller's Business Agreements and Seller's
Equipment.
NOW, THEREFORE, for good and valuable consideration, the receipt
and
sufficiency of which is hereby acknowledged, including the
recitals above and
the mutual covenants, agreements, representations and warranties
contained in
this agreement, the parties agree as follows:
1. PURCHASE AND SALE OF AGREEMENTS AND EQUIPMENT.
Purchaser agrees to purchase and Seller agrees to sell the
Seller's Business
Agreements and Seller's Equipment.
Seller intends to convey all of its right, title and interest in
all contracts
and agreements with all existing or potential customers of the
Seller for IT
services and Purchaser shall perform all duties and
responsibilities of all
contracts and agreements as defined in Schedule 1 attached.
Moreover, Seller
intends to convey all of its right, title and interest in all
office equipment
and tangible personal property of the Seller. Schedule 1
attached hereto sets
forth a non-exclusive list of the contracts, agreements,
customer list, office
equipment and tangible personal property of Seller sold,
transferred and
conveyed under this Agreement. There are three (3) open purchase
orders from
customers of Seller ("P.O.'s") that have been partially shipped
and invoiced
by Seller. The remaining balance of the P.O's are forecasted to
be shipped
after the Close and upon shipment will be invoiced by Purchaser
to those
customers ("Invoices") as identified on Schedule 1 attached.
Upon collection
of the Invoices by Purchaser, Purchaser shall remit to Seller
the amount
collected on the Invoices. Seller shall be responsible for all
costs
associated with the fulfillment of the P.O.'s including the
costs of goods and
services provided to fulfill those P.O.'s. Purchasers sole
obligation to
Seller shall be limited to the actual collection of the
Invoices. In the
event customers cancel the P.O.'s or do not pay an Invoice, in
whole or in
part, Purchaser shall be under no obligation to remit any
proceeds or provide
to Seller any other payments related to the P.O.'s.
Purchaser is not assuming any liabilities in connection with
this transaction,
Seller's Business Agreements and Seller's Equipment shall be
delivered free
and clear of all liens, claims and encumbrances of every nature,
save and
except for the AFS lease agreement covering a server and 5
computers.
2. PURCHASE PRICE.
The Purchase Price for the Seller's Business Agreements,
Seller's Equipment
and the items specified as conditions precedent to closing in
Section 5 shall
be comprised of two elements: (a) the Cash Payment and (b) the
Stock Payment.
"Cash Payment" shall mean the sum of Fifty Thousand Dollars
($50,000).
"Stock Payment" shall mean that number of newly issued shares of
restricted
common stock of DLGI having an agreed value of Fifty Thousand
Dollars
($50,000) on a date within 10 business days of the Closing. For
the purpose
of this section "agreed value" will be determined by the average
closing price
of DLGI common stock as reported by the National Quotation
Bureau on a date
within 10 business days of the Closing times the number of
shares issued.
Seller understands that the Stock Payment shares will contain a
Rule 144
legend and that subsequent transfer or sale of the shares is
limited by
applicable securities laws. Seller (i.e. the "Investor") agrees
that this
agreement involves the purchase and sale of securities.
Accordingly, Investor
represents that (1) the securities which are being acquired, are
being
acquired for the Investor's own account and for investment and
not with a view
to the public resale or distribution thereof; (2) the Investor
will not sell,
transfer or otherwise dispose of the securities except in
compliance with the
Securities Act of 1933, as amended (the "Act"), and are being
transferred in
reliance on exemptions, including but not limited to Section 4
of the Act; (3)
each Investor acknowledges that each Investor has been furnished
with
disclosure documents that the Investor feels necessary to make
an economic
decision to acquire the securities; (4) Investor further
acknowledges that
Investor has had an opportunity to ask questions of and receive
answers from
duly designated representatives concerning the terms and
conditions pursuant
to which the securities are being purchased and Investor has
been afforded an
opportunity to independently examine such documents and other
information for
the purpose of verifying the financial condition of DLGI; (5)
Investor is
fully aware of the applicable limitations on the resale of the
securities; (6)
by reason of Investor's knowledge and experience in financial
and business
matters in general, and investments in particular, Investor is
capable of
evaluating the merits and bearing the economic risks of an
investment in the
securities and fully understands the speculative nature of the
securities and
the possibility of such loss; and (7) the present financial
condition of
Investor is such that it is under no present or contemplated
future need to
dispose of any portion of the securities to satisfy an existing
or
contemplated undertaking, need or indebtedness.
The Purchase Price shall be allocated in a manner consistent
with generally
accepted accounting principles applied on a consistent basis.
Seller and
Purchaser each agree to report the federal, state and local
income and other
tax consequences of the transactions in a manner consistent with
such
allocation.
The Cash Payment shall be earned and delivered to Seller at
Closing.
The Stock Payment shall be earned and delivered to Seller upon
the transfer
and assignment of Seller's Business Agreements to Purchaser.
Seller
understands and agrees that the approval of third parties,
including the State
of New Mexico, is required to complete the transfer and
assignment and/or
cause these parties to enter similar contracts with Purchaser
before the Stock
Payment will be earned and delivered.
CLOSING
A closing (the "Closing") to effect the purchase and sale shall
be held at the
offices of Purchaser or by exchange of facsimile signature pages
on February
24, 2005, or such other date as may be mutually agreed upon by
the parties.
At the Closing, Seller shall execute such bills of sale and
instruments of
assig
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