<FILENAME>ims083105utnlv_ex99-1.txt
EXHIBIT 99.1
ASSET PURCHASE AGREEMENT
This agreement for the
sale and purchase of assets is entered into as of the
31st day of August 2005 between
International Monetary Systems, Ltd. (Buyer or
IMS), a Wisconsin corporation, and United
Trade Network, Inc. (Seller or UTN),
a Nevada 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 hereby agree as follows:
1. Sale of Client
Barter Accounts. On the effective date, Seller shall sell,
transfer, assign and deliver to Purchaser, free and clear of all
liens,
claims, encumbrances and charges, its membership list and all
client
barter accounts of the members of United Trade Network, as listed
on the
UTN
software printouts as of the effective date. This will include
all
client accounts currently listed under the Las Vegas and
Southern
California offices. Should any account member decide not to enter
into
an
IMS agreement, the prior UTN 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 UTN, that member
having
entered into a membership agreement with UTN prior to the effective
date.
2. Sale of Other
Business Assets. On
the effective date, Seller shall sell,
convey, transfer assign and deliver to Purchaser and Purchaser
will
accept and purchase certain of Seller's other business assets.
These
assets shall include, but not be limited to, the following:
A.
Certain furniture, fixtures and inventory currently being used in
the
UTN
office. (Exhibit A) None of the remaining assets located at
7975
West
Sahara Avenue, Suite 104, Las Vegas, NV, are subject of or
being
sold
or transferred under this Agreement.
B.
Accounts receivable as listed on the UTN software printout as of
the
effective date. It is
understood that any payments on these accounts
received by UTN after the effective date shall be immediately
remitted
to
IMS. (Exhibit B)
C.
Any other assets agreed upon prior to the effective date.
It
is understood that cash in UTN bank accounts is not included in
the
assets being sold.
3. Consideration.
In consideration of
the transfer and delivery at closing
to
Purchaser of the assets described in paragraphs 1 and 2, and
upon
compliance with the covenants and agreements set forth herein, IMS
shall:
Pay
to Seller the amount of $525,000 payable as follows:
A.
At the closing, remit to Seller the sum of $300,000 in U. S.
currency.
In
addition, Purchaser shall issue four hundred fifty thousand
(450,000)
shares of the common stock of International Monetary Systems, Ltd.
to
Seller or
its designee. The stock will be subject to a one-year lock-up,
commencing on the date of closing, and will be restricted as
required
under Rule 144 of the Securities Act of 1933, as amended. The IMS
stock
is
currently traded on the over-the-counter bulletin board under
the
symbol: INLM.
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B. Assume responsibility for the management of Seller's client
membership list and the trade account balances of the UTN
accounts
transferred as of the effective date. "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.
C. Enter into a written six-month sublease agreement for the
portion of
the premises at 7975 West Sahara Avenue, Suite 104, Las Vegas, NV,
to be
used for the operations of IMS. (Exhibit C)
Guarantee of Stock
Value.
Price Guarantee.
Purchaser guarantees
that Seller will receive a minimum
of $225,000, net after
all commissions, or Fifty Cents ($.50) cash per share
net to Seller (the
"Guaranteed Price"), on the 450,000 shares of IMS stock
(the "Guaranteed
Shares") that Seller is accepting under this Agreement. To
secure this guarantee,
Purchaser agrees to the following:
A.
Right to Redeem.
Beginning September 1, 2006, Seller may require
Purchaser to buy back up to 50,000 of the Guaranteed Shares per
calendar 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 Purchaser
to
purchase 100,000 Guaranteed Shares at a price of $50,000 net to
Seller.
B.
Release of Purchaser's Obligations - Market Conditions. In the
event
that
at any time beginning one year after the closing date the
Purchaser's stock is trading in the public market above sixty
cents
($.60) per share and average daily trading volume for the
Purchaser's
stock for 20 consecutive trading days is greater than 30,000
shares,
and
if Seller is eligibl
