GENERAL BILL OF SALE AND ASSIGNMENT
KNOW ALL MEN BY THESE PRESENTS:
That Microcare Computer Services, Inc., an Indiana corporation
("Company") for good and valuable consideration received from
Pomeroy Computer Resources, Inc., a Delaware corporation
("Purchaser"), does hereby, in accordance with the terms and
conditions of the Asset Purchase Agreement, dated July 24, 1997
(the "Agreement"), by and between Company, Microcare, Inc., an
Indiana corporation, Robert L. Versprille and Purchaser, sell,
assign, transfer, convey, deliver and confirm to Purchaser, its
successors and assigns, or its nominee, those certain assets of
Company ("Purchased Assets No. 2") described in the Agreement as
the Purchased Assets No. 2, relating to Company's Business, which
Purchased Assets No. 2 shall include without limitation:
The Purchased Assets No. 2 but excluding the Excluded Assets
as defined in the Agreement.
TO HAVE AND TO HOLD to Purchaser, its successors and assigns
forever.
Except as otherwise provided in the Agreement, Company hereby
represents, warrants and covenants that, at and until delivery of
this General Bill of Sale and Assignment, Company has good and
marketable title to the Purchased Assets No. 2, free and clear of
all liens, security interests, encumbrances, leases and charges
whatsoever, other than the Assumed Liabilities, as defined in the
Agreement; that from and after the delivery by Company to
Purchaser of this General Bill of Sale and Assignment, Purchaser
will own the Purchased Assets No. 2 and have good and marketable
title thereto, free and clear of all liens, security interests,
encumbrances, leases and charges whatsoever, other than the
Assumed Liabilities, as defined in the Agreement.
Company, for itself and its successors, further covenants and
agrees that, in the event there are any such Purchased Assets No.
2 covered by this General Bill of Sale and Assignment which
cannot be transferred or assigned by it without the consent of or
notice to a third party and in respect of which any necessary
consent or notice has not at the date of delivery of this General
Bill of Sale and Assignment been given or obtained, the
beneficial interest in and to the asset/contract shall, in any
event, pass hereby to Purchaser, and Company, for itself and its
successors and assigns, covenants and agrees (i) to hold and
hereby declares that it holds such Purchased Assets No. 2 in
trust for and for the benefit of Purchaser, its successors and
assigns; (ii) if requested by Purchaser, Company will use all
reasonable efforts to obtain and secure such consents to transfer
such Purchased Assets No. 2; and (iii) to make or complete such
transfer or transfers as soon as reasonably possible.
Company hereby further covenants that it will, at any time and
from time to time, at the request of Purchaser, execute and
deliver to Purchaser any new or confirmatory instrument and all
other and further instruments necessary or convenient, which
Purchaser may reasonably request, to vest in Purchaser Company's
full right, title and interest in or to any of the Purchased
Assets No. 2, or to enable Purchaser to realize upon or otherwise
to enjoy any such property, assets or rights or to carry into
effect the intent or purpose hereof.
This General Bill of Sale and Assignment, being further
documentation of the transfers, conveyances and assignments
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provided in the Agreement, does not expand or limit the rights
and obligations provided in said Agreement.
This instrument shall be binding upon, inure to the benefit of
and be enforceable by the Company and Purchaser and their
respective successors and assigns.
Any capitalized terms used, but not defined herein, shall have
the definition set forth in the Agreement.
IN WITNESS WHEREOF, Microcare Computer Services, Inc. has caused
this instrument to be executed by its officer thereunto duly
authorized as of this ____ day of ___________, 1997.
Signed and delivered in MICROCARE COMPUTER SERVICES,
INC.
the presence of an Indiana corporation
_________________________ By:
_______________________________
Robert L. Versprille,
President
_________________________
STATE OF OHIO
COUNTY OF HAMILTON , ss
BE IT REMEMBERED, that on this _____ day of __________,
1997, before me, the undersigned, a Notary Public in and for said
County, personally appeared Robert L. Versprille, who
acknowledged himself to be the President of Microcare Computer
Services, Inc. an Indiana corporation, and that he, as such
President being authorized to do so, executed the foregoing
instrument for the purposes therein contained, by signing the
name of the corporation by himself as President.
IN WITNESS WHEREOF, I have hereunto subscribed my name and
affixed my notarial seal on the day and year last above written.
____________________________________
NOTARY PUBLIC
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