Exhibit 99.3
Asset Purchase Agreement
This Agreement for the
sale and purchase of assets is entered into as of the 28th
day of September 2007, to be effective September 30, 2007,
between International Monetary Systems, Ltd.
(“Buyer” or “IMS”), a Wisconsin
corporation, and Hayes and Brenda Crenshaw
(“Seller”), Kansas residents.
For consideration of the
mutual covenants contained herein and for other good and
valuable consideration, the receipt of which is hereby
acknowledged, the parties agree as follows:
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1.
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Sale of Client Barter Accounts. On the closing
date, Seller shall sell, transfer, assign and deliver to Buyer,
free and clear of all liens, claims, encumbrances and charges, its
membership list/goodwill and all client barter accounts of the
members of Kansas Trade Exchange, Inc. (“KTE”) as
listed on the KTE software printouts as of the effective
date. Should any account member decide not to enter into
an IMS agreement, the prior KTE contract will remain in force but
will be serviced by and belong to IMS. For purposes of this
Agreement, a barter trade account is an account of a member of KTE,
that member having entered into a membership agreement with KTE
prior to the date of closing.
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2.
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Consideration. In consideration of the transfer and
delivery at closing to Buyer of the assets described in paragraphs
1 and 2, and upon compliance with the covenants and agreements set
forth herein, Buyer shall pay to Seller the amount of $242,336.00
payable as follows:
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A.
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Buyer
shall issue 242,336 shares of the common stock of International
Monetary Systems, Ltd. to Seller or its designees. The stock will
be issued to Seller as follows: 80,000 shares on January 15, 2008,
$80,000 shares on January 15, 2009 and 82,336 shares on January 15,
2010. All stock issued under this Agreement is subject
to a one-year lock-up and will be restricted from disposal under
Rule 144 of the SEC code. The stock is currently traded on the
over-the-counter bulletin board under the symbol:
INLM.
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B.
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Buyer
shall assume responsibility for the management of Seller’s
client membership list and the trade account balances of the client
barter accounts transferred as of the date of closing.
“Seller’s trade account balance” is defined as
the total amount of trade dollars (positive or negative) the
members have available to use in trade.
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C.
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Buyer
will agree to execute a one-year lease for the premises at 438
South Greenwood, Wichita, Kansas which is currently being used by
KTE. The leased area will be approximately 1,200 square feet and
rent will be $2,000.00 per month. Buyer will provide the landlord
with all required insurances and assume all utilities and services.
Rent is due by the 1 st day of
each month, with a ten-day grace period.
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D.
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Buyer
shall establish a fee-free trade dollar account for Hayes Crenshaw
in the IMS Barter System. Mr. Crenshaw must earn or purchase any
funds deposited into this account. There will not be a credit line
established. This fee-free privilege shall continue for a period of
three years after closing of this transaction and may be extended
by mutual agreement of the parties.
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3.
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Guarantee of Stock Value.
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Price Guaranty. Buyer guarantees that Seller
will receive a minimum of $242,336.00 net after all commissions, or
One Dollar ($1.00) cash per share net (the “Guaranteed
Price”), on the 242,336 shares (the “Guaranteed
Shares”) that Seller is accepting under this Agreement. To
secure this guarantee, Buyer agrees to the following:
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A.
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Right to Redeem. Beginning January 15, 2009,
Seller may require Buyer to buy back up to 6,667 of the Guaranteed
Shares per month at the Guaranteed Price. This right is cumulative,
so that in the event it is not exercised during any month, it will
carry forward and be exercisable in any subsequent month. For
example, if Seller does not exercise this right for two consecutive
months, the following month Seller would have the right to require
Buyer to purchase 6,667 Guaranteed Shares at a price of
$6,667.00
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B.
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Release of Buyer’s Obligations – Market
Conditions. In the event that at any time
beginning one year after the issue date the IMS stock is trading in
the public market above one dollar ($1.00) per share, average daily
trading volume for the IMS stock for 20 consecutive trading days is
greater than 20,000 shares and Seller is eligible to sell shares
under Rule 144, Buyer shall have the right to give notice to Seller
of such circumstance and to require that Seller elect either: (i)
to sell 6,667 of the Guaranteed Shares into the market, (ii) to
allow Buyer to redeem such 6,667 Guaranteed Shares at the
Guaranteed Price, or (iii) to retain such 6,667
Guaranteed Shares for investment, in which case Buyer shall be
relieved of $6,667.00 of its obligations under this guaranty of
stock value. Seller shall notify Buyer of its election hereunder
within ten days following receipt of Buyer's notice. If Seller
shall fail to give such notice, Seller shall be deemed to have
elected to retain 6,667 Guaranteed Shares for investment pursuant
to clause (iii) above.
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The
price guaranty will
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