BUSINESS SALE AGREEMENT
THIS BUSINESS SALE AGREEMENT is made this March 14, 1997 by
and between Wild Wings Hunting and Sporting Clays Club,
Inc., a Utah Corporation ("Buyer") and Wild Wings, Inc.
("Seller") subject to the following:
1. SUBJECT: Seller is selling and Buyer is buying all the
tangible and intangible assets of seller including but not
limited to those listed on attached Schedule A, including
the rights to the name Wild Wings, for the price listed
below. Buyer is assuming all tangible and intangible
liabilities of seller including but not limited to those
listed on attached Schedule A. The allocation of the
Purchase Price to the assets as shown therein shall control,
and the parties certify that the same complies with the
Internal Revenue Code.
2. PRICE and PAYMENT: The total price of the aforesaid
assets is $69,684 payable as follows:
Cash Payment to be delivered to Company
on March 14, 1997 $31,000
Payment of Seller payables to be paid
at closing (See Schedule B) $20,000
Assumption of Liabilities (See Schedule A) $18,684
Total Price $69,684
3. SETTLEMENT: Settlement shall be held on March 14, 1997
at 12:00 pm, at 1981 East Murray-Holliday Road, Salt Lake
City, Utah 84117. Buyer shall be responsible for all fees
associated with the completion of this contract.
4. INDEMNITIES: Buyer agrees to indemnify Seller in and
from all liabilities and damages of every kind and character
arising from ownership of the assets after the time of
settlement.
5. PURCHASER REPRESENTATIONS: Buyer represents Buyer is
financially capable of completing this transaction; this
transaction will not be in violation of any obligation of
buyer; Buyer has had, to the extent desired, sufficient
counsel, and Buyer has full capacity to make this Contract.
6. SELLER REPRESENTATIONS: Seller Warrants
a. To provide Buyer with good and marketable title to
the assets, free and clear of all liens and encumbrances
b. All assets to be in working order and in all
respects in no worse physical condition as when viewed by
Buyer.
c. No judgements are outstanding or pending against
Seller.
d. Seller has full power to make this Contract and
such Contract is not in violation of any obligation of
Seller.
e. Full disclosure of all material facts without
misrepresentations.
7. POSSESSION: Possession and control will be transferred
at or before settlement, including all manufacture
warranties and lease rights. All assets shall be delivered
at the leased premises.
8. BROKERAGE: There are no brokers to this transaction, and
no commission or other payment is due to any third party on
account of this transaction.
9. EMPLOYEES: Buyer shall have the right, but not the duty,
to hire any of the employees of Seller employed at the
Premises. All employment taxes shall be current and
prorated as of the settlement. Seller shall cooperate in
providing employment data for the evaluation for employment
by Buyer.
10. ASSIGN INSURANCE: Buyer elects to receive assignment of
Seller's hazard and liability insurance policy covering the
Seller.
12. MISCELLANEOUS: All covenants, warranties, and promises
contained herein are made jointly and severally by the
respective parties, and all such covenants, conditions, and
warranties shall survive settlement and delivery and not be
merged therein. If any portion of this Agreement is or
becomes invalid by operation of law or rule of court, the
same shall not invalidate the entire contract, which shall
continue in full force and effect as if the invalid portion
had never been a part hereof. This Contract shall fully
bind and inure to the benefit of all successors of both
parties, as if each successor were an original party. This
Contract (including attachments) is the entire agreement
between the parties and may modified only in writing by all
parties. This Contract is made under the laws of Utah.
Dated this 14th day of March 1997.
Wild Wings, Inc. (Seller) Wild Wings Hunting & Sporting
Clays Club, Inc.
/s/ Brenda Hall /s/ David N. Nemelka
Brenda Hall, President, Director David N. Nemelka,
President
Wild Wings, Inc.
899 South Artistic Circle
Springville, UT 84663
Schedule A
Assets Liabilities
Cash in Bank 9.77 Rocky Mountain Hatchery 333.96
Petty Cash 150.00 FICA Payable 761.24
State W/H Payable 88.00
Computer System SUTA Payable 34.65
with Printer 4,884.87 FUTA Payable 19.80
Sign 1,199.21 Pheasant Liability 14,446.00
Gun Rack 1,102.00 Quail Liability 1,400.00
Beretta Shotgun 2,069.44 Chukar Liability 1,600.00
(2) Shotguns 2,565.38 Liabilities Assumed $18,683.65
(2) Benalli Guns 2,069.44 Liabilities Paid
Sporting Clays Machine 9,341.29 (See Schedule B) $20,000.00
Clay Thrower 3,923.00
5 Stand Clay Machine 19,400.00
Hunting Dogs 975.00
Fly Pens & Brooders 13,551.09
Inventory-Misc 1,02.50
Inventory-Pheasants 56.25
Inventory-Chukar 98.00
Inventory-Quail 79.00
Inventory-Ammunition 425.00
Prepaid Birds 1,610.64
Prepaid Insurance 383.60
$65,213.00
Good Will $ 4,470.65
Total Assets $69,683.65
Brenda M. Hall
157 South 880 East
Springville, UT 84663
March 14, 1997
Wild Wings, Inc.
899 South Artistic Circle
Springville, UT 84663
Attention: Wild Wings Board of Directors
Gentlemen:
Please be advised that I hereby tender my resignation from
Wild Wings, Inc. as CEO, President, Secretary/Treasurer and
Director and all other capacities effective at the close of
the shareholders meeting today, March 14, 1997.
I wish the Company the very best as it pursues its business
objectives with new management.
Sincerely,
/s/ Brenda M. Hall
Brenda M. Hall