STOCK PURCHASE
AGREEMENT
This stock
purchase agreement dated January 3, 2007 by and between
Comprehensive Healthcare Solutions, a Delaware corporation with
offices located at 45 Ludlow Street, Yonkers, New York, 10705,
hereafter referred to as “Seller,” and Larry A. Brand
an individual with offices located at 142 Welles Street, Forty
Fort, PA 18704, hereafter referred to as
“Buyer”.
Whereas , Accutone Inc., hereafter
“Accutone”, a Pennsylvania corporation the shares of
which are wholly owned by Seller; and
Whereas , Buyer currently operates a business known as
Accutone Hearing Services located at 142 Welles Street, Forty Fort,
PA 18704; and
Whereas , Buyer is desirous of obtaining all the issued
and outstanding shares of stock and assets of Accutone;
and
Whereas , Buyer holds a debenture issued by Seller in
the amount of $200,000 dated on or about June 1, 2006 on which
there is due and owing to Buyer the principal sum of $200.000 plus
interest;
Whereas, Buyer is indebted to Accutone in the amount of
$25,000, which obligation is memorialized by a promissory note
executed by Buyer in favor of Accutone;
Now therefore
in consideration of the mutual covenants herein contained, it is
hereto agreed by and between the parties as follows:
1.
Purchase
Price - The
purchase price shall be the forgiveness and cancellation by Buyer
of that certain debenture from Seller to Buyer in the principal
amount of $200,000.00 dated June 1, 2006. Seller shall also consent
to the forgiveness of the $25,000.00 note owed by the Buyer to
Accutone.
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A)
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At closing,
Seller shall deliver to Buyer all the issued and outstanding shares
of stock of Accutone 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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B)
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At closing,
Buyer shall deliver to Seller the Debenture duly marked cancelled
and voided, and shall deliver to Seller a general release of all
liability.
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2.
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Sellers
Warranty - The
Seller owns the stock of Accutone 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 ot
