Exhibit 99.2
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 Kansas Trade Exchange, Inc.
(“Seller” or “KTE”), a Kansas
corporation.
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 KTE as listed on the KTE software printouts as of the
effective date, September 30, 2007. 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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Sale of Other Business Assets. On the closing
date, Seller shall transfer, convey, assign and deliver to Buyer
certain of the Seller’s other business assets. These assets
shall include but not be limited to the following:
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A.
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All
client barter accounts (Exhibit A) and accounts receivable (Exhibit
B) as listed on the KTE software printout as of September 30, 2007.
It is agreed that any payments on these accounts received by KTE
after closing shall immediately be remitted to IMS.
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B.
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All
furniture, fixtures and equipment presently being used in the KTE
offices (Exhibit C).
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C.
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A
Specific list of assets will be agreed upon by September 5,
2007.
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D.
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It
is understood that cash in KTE bank accounts is not included in the
assets being sold.
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3.
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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 $357,664
payable as follows:
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A.
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Buyer
will execute a $300,000 note payable to the Seller in the form
attached hereto as Exhibit D (the “Note”). Terms of the
Note will be 35 monthly payments of $8,333.33 and a final payment
of $8,333.45 plus interest at the rate of 6% per annum beginning
January 10, 2008. For the period of October 1, 2007 through
December 31, 2007, interest only of $1,500.00 per month will be
paid. Payments on the note are due on the 10 th day of
each month, with a ten-day grace period.
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B.
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Buyer
shall issue 57,664 shares of the common stock of International
Monetary Systems, Ltd. to Seller or its designees. The stock will
be issued to KTE on or before January 15, 2008 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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C.
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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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4.
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Guarantee of Stock Value.
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Price Guaranty. Buyer guarantees that Seller
will receive a minimum of $57,664.00 net after all commissions, or
One Dollar ($1.00) cash per share net (the “Guaranteed
Price”), on the 57,664 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 3,333 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 6,666 Guaranteed Shares at a price of
$6,666.00.
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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 closing 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 3,333 of the Guaranteed Shares into the market,
(ii) to allow Buyer to redeem such 3,333 Guaranteed Shares at the
Guaranteed Price, or (iii) to retain such 3,333
Guaranteed Shares for investment, in which case Buyer shall be
relieved of $3,333.00 of its obligations under this guaranty of
stock value. Seller shall notify Buyer of its election hereunder
with
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