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STOCK PURCHASE
AGREEMENT
This stock purchase agreement dated January 3,
2007 by and between Accutone Inc., a Pennsylvania Corporation with
offices at 45 Ludlow Street, Yonkers, New York, 10705, hereafter
referred to as "Seller," and John Treglia, President of the
Company, with offices located at 45 Ludlow Street, Yonkers, New
York, 10705, hereafter referred to as "Buyer," and Comprehensive
Healthcare Solutions, a Delaware corporation with offices located
at 45 Ludlow Street, Yonkers, New York, 10705, the sole shareholder
of Accutone, Inc.
Whereas , Interstate Hearing
Aid, Inc., hereafter "Interstate", a Pennsylvania corporation the
shares of which are wholly owned by Seller; and
Whereas , Interstate is
insolvent, and which owes, among other obligations, in excess of
$250,000 in federal and state withholding taxes for the years 2001
through 2006
Whereas , Buyer is desirous of
obtaining all the issued and outstanding shares of stock and assets
of Interstate; and
Now therefore in consideration of the mutual
covenants herein contained, it is hereto agreed by and between the
parties as follows:
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1.
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Purchase Price - The purchase
price shall be the assumption by Buyer of, among other obligations,
in excess of $250,000 in federal and state withholding taxes for
the years 2001 through 2006.
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At closing, Seller shall deliver to Buyer all the
issued and outstanding shares of stock of Interstate or, in the
event that the shares of stock are lost and not capable of
delivery, an affidavit attesting to the fact that the shares have
not been previously sold or pledged by delivery to any creditor or
third party.
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2.
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Sellers Warranty - The Seller
owns the stock of Interstate free and clear of all liens,
encumbrances, claims and charges of every kind. The Seller has the
full right to transfer the said stock and assets to the Buyer free
and clear of all liens, encumbrances, claims and other charges of
every kind and without violating any agreement or understanding to
which the Seller is the party or by which it is bound. Seller has
authorized this transaction by act of its board of directors duly
effectuated in accordance with its rules and bylaws and the
signatory hereto has the authority to execute all documents
necessary and appropriate to consummate same on Seller’s
behalf.
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3. Disclosure
- No representation or warranty by the Seller in
this Agreement or in any other exhibit, list, certificate, or
document contains or will contain any untrue statement of material
fact.
4. Indemnification by the
Seller - The Seller shall defend, indemnify
and hold the Buyer harmless from and against
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