Exhibit
10.01
_______________________________________________________________
Purchase Agreement
by and among
TRADESHOW PRODUCTS INC.
A NEVADA CORPORATION
AND
EMPLOYMENT SYSTEMS INC.
A CALIFORNIA CORPORATION
_________________________________
Dated:
April
1, 2008
PURCHASE AGREEMENT
This
PURCHASE AGREEMENT (the “ Agreement
”), effective as of the April 1, 2008 (the “
Closing
Date ”), by and among Employment Systems, Inc.
(“ Seller” ),
and Tradeshow Products, Inc. (“ Buyer
”).
B A C K G R O U N D
WHEREAS,
Seller is in the business of staffing and other professional
employment services and owns and maintains those “
Client
Contracts ” (as identified in Schedule A) as well
as certain office equipment leases (“ Leases
’) as listed on Schedule B;
WHEREAS,
the Client Contracts are subject to termination by the
applicable client with or without cause;
WHEREAS,
Seller is obligated to various services pursuant to the Client
Contracts;
WHEREAS,
Seller is presently unable to discharge its obligations under
the Client Contracts and/or maintain worker’s
compensation insurance for the benefit of its
clients;
WHEREAS,
Seller is presently indebted to Buyer in the approximate
amount of $96,753.39 (the “Debt”) for professional
employment services rendered;
WHEREAS,
recorded tax liens presently exist amounting to approximately
$550,000.00 (the “Tax Liens”).
WHEREAS,
Buyer desires to purchase and acquire, and Seller desires to
sell and/or transfer, the Client Contracts and Leases on the
terms and subject to the conditions set forth in this
Agreement;
NOW,
THEREFORE, in consideration of the foregoing premises and the
mutual covenants, promises and agreements herein contained,
and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to
be legally bound hereby, the parties hereto agree as
follows:
ARTICLE
I
THE TRANSACTION
1.1
Sale
and Purchase . Subject to the terms and
conditions set forth herein, the Seller hereby sells,
transfers and assigns the Client Contracts to Buyer, and Buyer
hereby purchases the Client Contracts from the
Seller. Further, Seller shall cooperate with Buyer
in order to effectuate the transfers and assignments of the
Leases from Seller to Buyer.
1.2
Purchase
Price . The aggregate purchase price for the
Client Contracts shall be $100,000.00 in addition to an
ongoing payment of 3% of the gross payroll each month for as
long as the clients remain with Seller, or $15,000.00 per
month for sixty (60) months, whichever is greater (the
“Purchase Price”). Payments to be made
as payroll occurs either weekly, bi weekly or monthly and
adjusted on a monthly basis.† Ten thousand dollars
($10,000.00) monthly of the Purchase Price shall be paid, as
the obligation arises, directly from Buyer to the appropriate
tax collection authority(ies) in order to pay down the Tax
Liens. Buyer shall not be obligated the balance of
the Purchase Price directly to Seller. Further,
Buyer shall, in exchange for receipt of the Leases, discharge
and forgive Seller’s Debt obligation.
1.3
Deliveries
.
(a)
Deliveries by
Seller . On the Closing Date, Seller will
deliver to Buyer the following: Copies of all client
contracts, payroll records, and employee files as enumerated
under Schedule A.
(b) Seller
shall assign the Leases on Schedule B to Buyer.
(c) All
debt by and between Buyer and Seller, prior to April 1, 2008,
will be cancelled.
(c) Seller
shall allow Buyer to have control of Sellers bank accounts, in
order to transition clients, for ninety (90)
days.
ARTICLE
II
REPRESENTATIONS AND WARRANTIES OF Seller AND
Buyer
Seller
and Buyer hereby represent and warrant as
follows:
2.1
Organization
. Seller and Buyer are corporations duly organized,
validly existing and in good standing under the laws of the
state in which they were organized and each has all requisite
corporate power and authority to enter into this Agreement and
to perform its obligations hereunder.
2.2
Authorization
and Enforceability . The execution, delivery
and performance by Seller and Buyer of this Agreement and the
consummation by each of them of the transactions contemplated
hereby have been duly authorized by all necessary corporate
action on the part of Seller and Buyer. This
Agreement has been duly executed and delivered by Seller and
Buyer and constitutes the legal, valid and binding obligations
of Seller and Buyer, enforceable against Seller and Buyer in
accordance with its terms, except (a)†as limited by
applicable bankruptcy, insolvency, reorganization, moratorium,
and other laws of general application affecting enforcement of
creditors’ rights generally, and (b)†as limited
by laws relating to the availability of specific performance,
injunctive relief, or other equitable remedies.
2.3
No
Violation of Laws or Agreements . The execution and
delivery of this Agreement does not, and the consummation of
the transactions contemplated by this Agreement and the
compliance with the terms, conditions and provisions of this
Agreement by Seller and Buyer will not (a)†contravene
any provision of the respective entities’ charter or
organizational documents, (b) conflict with or result in a
breach of or constitute a default (or an event which might,
with the passage of time or the giving of notice or both,
constitute a default) under any of the terms, conditions or
provisions of any indenture, mortgage, loan or credit
agreement or any other agreement or instrument to which Seller
or Buyer is a party or by which any of them or any of their
assets may be bound or affected, or any judgment or order of
any court or governmental department, commission, board,
agency or instrumentality, domestic or foreign, or any
applicable law, rule or regulation, (c) result in the creation
or imposition of any lien, charge or encumbrance of any nature
whatsoever upon Seller’s or Buyer’s assets or give
to others any interests or rights therein, or (d) result in
the maturation or acceleration of any liability or obligation
of Seller or Buyer (or give others the right to cause such a
maturation or acceleration).
2.4
Brokerage
. Neither Seller nor Buyer has made any agreement
or taken any other action which might cause anyone to become
entitled to a broker’s fee or commission as a result of
the transactions contemplated hereunder.
ARTICLE
III
COVENANTS AND AGREEMENTS
3.2
Costs and
Expenses . Each of the parties shall pay all
of the fees and expenses incurred by such party in negotiating
and preparing this Agreement (and all other documents executed
in connection herewith or therewith) and in consummating the
transactions contemplated hereby.
3.5
Post-Closing
Cooperation . Buyer and Buyer shall
reasonably cooperate, and shall cause their respective
subsidiaries, officers, employees, agents, auditors and other
representatives reasonably to cooperate, in preparing and
filing all returns, including maintaining and making available
to each other all records necessary in connection with taxes
and in resolving all disputes and audits.
3.6
Tax
Matters . Notwithstanding any provision in
this Agreement to the contrary, al
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