Exhibit 10.1 Asset Purchase Agreement
ASSET PURCHASE AGREEMENT
This Agreement, made this 20 day of February, 2003, is between COi Solutions
Inc., a Nevada corporation ("Buyer"), and Alternate Energy Corp., a Nevada
corporation with its principal place of business located at Burlington, Ont
("Seller").
WITNESSETH:
WHEREAS, Seller is the owner of certain Assets outlined in Exhibit "A" attached
hereto (the "Assets");
WHEREAS, Seller wishes to sell to Buyer and Buyer wishes to purchase from Seller
all of Seller's right, title and interest in the Assets;
NOW, THEREFORE, Seller and Buyer hereby agree as follows.
1. THE CLOSING.
1.1 The Closing will take place the ___ day of February, 2003. At
such time the following CONDITION PRECEDENT to the Closing
will be satisfied:
1.1.1 the following approvals and consents required in
connection with this Agreement and to conclude duly
and legally the transactions contemplated herein
shall have been obtained and shall be in full force
and effect:
a. The consent of the Boards of Directors of
BUYER and the Company, and SELLER.
b. The satisfaction of any debt of the BUYER
and proof of satisfaction thereof.
c. Reverse split of the Buyer's common stock as
set forth in Section 2.2 below.
d. Resignations of COI's current board of
directors to be held in escrow by Jonathan
D. Leinwand, P.A.
e. Signed escrow agreement between the Buyer,
Seller and Escrow Agent.
f. Any other consent so required by law.
g. The Company will give the Closing Notice
promptly after such approvals and consents
have been obtained.
2. SALE OF THE ASSETS.
2.1 Seller hereby sells, transfers and assigns to Buyer, and Buyer
hereby purchases from Seller, all of Seller's right, title and
interest in and to the Assets and all materials and rights
pertaining thereto. The list of Assets is attached hereto as
Exhibit "A".
2.2 The total purchase price shall be 104 million Common Shares of
the Buyer (One Hundred Four Million). Such shares shall carry
a restrictive legend and will be issued pursuant to an
exemption from registration under the Securities Act of 1933;
such shares will be issued subsequent to a 2.2 to 1 reverse
split of the Buyer's stock (reducing the number of shares from
13, 180,296 to 5,991,044).
3. COVENANTS OF SELLER.
3.1 SELLER will not use or disclose to third-parties any trade
secrets or other proprietary or confidential information
pertaining to any aspect of the Business.
3.2 SELLER acknowledges that violation of any of the provisions of
this Section 3 will cause irreparable loss and harm to the
BUYER which cannot be reasonably or adequately compensated by
damages in an action at law. Accordingly, in the event of a
breach or threatened breach by SELLER of any of the provisions
of this Section 3, BUYER shall be entitled to injunctive and
other equitable relief to prevent or cure any breach or
threatened breach thereof, and SELLER agrees that it will not
be a defense to any request for such relief that the BUYER has
an adequate remedy at law. Notwithstanding the foregoing,
BUYER shall have other legal remedies as may be appropriate
under the circumstance including, INTER ALIA, recovery of
damages occasioned by such breach. For purposes of any
proceeding under or with respect to this Section 3, SELLER,
and BUYER submit to the jurisdiction of the courts of the
State of Florida and of Broward or Miami-Dade County located
in the State of Florida; and each agrees not to raise and
waives any objection to or defense based on the venue of any
such court or FORUM NON CONVENIENS.
3.3 A court of competent jurisdiction, if it determines any of the
provisions of this Section 3 to be unreasonable in scope, time
or geography, is hereby authorized by SELLER, the Company and
BUYER to enforce the same in such narrower scope, shorter time
or lesser geography as such court determines to be reasonable
under all the circumstances.
4. REPRESENTATIONS AND WARRANTIES OF SELLER.
4.1 SELLER represents and warrants to the BUYER as follows.
(a) The SELLER has the power and authority to execute,
deliver and perform this Agreement and any other
agreement or document executed by them under or in
connection with this Agreement; and the SELLER has
taken all necessary action to authorize the
execution, delivery and performance of this Agreement
and any such other agreement or document. This
Agreement constitutes, and any such other agreement
or document when executed will constitute, the legal,
valid and binding obligations of SELLER enforceable
against SELLER in accordance with their respective
terms.
(b) Neither the execution nor delivery of this Agreement
nor the transactions contemplated herein, nor
compliance with the terms and conditions of this
Agreement will:
(i) contravene any provision of law or any
statute, decree, rule or regulation binding
upon SELLER or contravene any judgment,
decree, franchise, order or permit
applicable to SELLER; or
(ii) conflict with or result in any breach of any
terms, covenants, conditions or provisions
of, or constitute a default (with or without
the giving of notice or passage of time or
both) under any agreement or other
instrument to which SELLER is a party or by
which SELLER is bound.
(c) No authorization, consent or approval of, or
exemption by, any governmental, judicial or public
body or authority of or in any state is required to
authorize, or is required in connection with (i) the
execution, delivery and performance by SELLER of this
Agreement, or (ii) any of the transactions
contemplated by this Agreement, or (iii) any of the
certificates, instruments or other agreements
executed by SELLER in connection with this Agreement,
or (iv) the taking of any action by BUYER.
(e) SELLER is the sole owner of the Assets and
of all rights in and to the Assets; and
SELLER may sell the Assets to BUYER pursuant
to this Agreement without the consent or
approval of any other person, corporation,
partnership, governmental authority or other
entity; SELLER has not sold, transferred or
assigned any of its rights in or to any of
the Assets; the Assets are free and clear of
any liens, claims, encumbrances and
restrictions of any kind except for the
approvals noted above.
(f) Seller is the sole owner of all of the
rights in and to the Assets; Other than the
Leases outlined in Exhibit "B" and attached
hereto, the Assets are not subject to any
lien or other encumbrance or claim or to any
option or other right in favor of a third
party; except for the provisions of this
Agreement, there are no monies owing or
obligations outstanding with respect to the
Assets; and no consent or approval by or
notice to any third party is required in
connection with the sale of the Assets to
Buyer pursuant to this Agreement.
(g) Except for those rights sold to Buyer under
this Agreement, Seller does not own or have
any rights in or to any patent, copyright,
trademark, service mark or other right
pertaining to any of the Assets.
(h) None of the Assets violate any patent,
copyright, trademark, service mark or other
right, contains any libelous or defamatory
material or any material which Seller was
not duly authorized to use, or misuses or
misappropriates any trade secret or
confidential information.
(i) There is no litigation or legal claim
pending or threatened with respect to the
Assets.
(j) The representations and warranties of Seller
under this Section 4 will survive execution
of this Agreement. Seller will indemnify
Buyer against any liability and will hold
Buyer harmless from and pay any loss,
damage, cost and expense (including, without
limitation, legal fees, court costs and the
cost of appellate proceedings) which Buyer
incurs arising out of a breach of any of
said representations and warranties or any
claim against Buyer alleging facts which, if
true, would result in a breach of any said
representations and warranties.
(k) Prior to the Closing, the Seller will
continue to conduct its business in
accordance with the Seller's normal and past
practices including the timely payment of
all accounts payable.
4.2 Knowledge by BUYER of any event, circumstance or fact will not
vitiate or otherwise impair any of the warranties of SELLER or
any of the rights and remedies available to BUYER with respect
to such warranties.
5. BUYER'S WARRANTY. Buyer represents and warrants to Seller that the execution,
delivery and performance of this Agreement has been duly authorized by Buyer's
Board of Directors.
6. INDEMNITIES.
6.1 The representations and warranties of the SELLER and BUYER
will be deemed made on execution of this Agreement and at the
Closing, and all of those representations and warranties and
all of the covenants and obligations of the parties under this
Agreement will survive the Closing.
6.2 BUYER will hold the SELLER harmless from and pay any loss,
damage, cost or expense (including, without limitation, legal
fees and court costs) which SELLER incurs by reason of any
representation or warranty or withholding of any pertinent
facts or other information of BUYER being incorrect or by
reason of any breach by BUYER of any of its covenants or
obligations under this Agreement.
6.3 SELLER will hold BUYER harmless from and pay any loss, damage,
cost or expense (including, without limitation, legal fees and
court costs) which BUYER incurs by reason of any
representation or warranty of SELLER being incorrect or by
reason of any breach by SELLER of any of its covenants or
obligations under this Agreement.
7. ADDITIONAL COVENANTS OF THE SELLER.
7.1 Prior to the Closing, the SELLER will continue to conduct its
business in accordance with the SELLER"S normal and past
practices.
7.2 Prior to the Closing, the SELLER will not do any of the
following without BUYER's prior written consent:
7.2.1 issue any shares, or issue any rights or privileges
to acquire any shares or other securities of the
Seller, or issue any other securities;
7.2.2 change the nature of its business;
7.2.3 declare or pay any dividend or make any other
distribution or payment in respect of any of its
shares or purchase or redeem any of its shares;
7.2.4 merge or consolidate with any corporation or other
entity or liquidate or dissolve;
7.2.5 adopt or agree to adopt any plan providing for its
reorganization;
7.2.6 make any loan or other extension of credit or issue
any guaranty or otherwise incur any contingent
liability except for extensions of credit not
exceeding thirty (30) days to trade creditors in
accordance with past practices and in the normal
course of business;
7.2.7 sell, pledge, transfer, assign or grant a security
interest in any of its assets, property, contracts or
rights;
7.2.8 enter into or terminate any contract;
7.2.9 employ anyone or terminate anyone's employment;
7.2.10 pay any compensation other than the current monthly
payroll, raise or agree to raise anyone's
compensation, or pay or agree to pay any bonus or
other special compensation.
8. MISCELLANEOUS.
(a) Seller will execute such additional documents as
Buyer may reasonably request to vest or confirm the
vesting in Buyer of all of the Assets and title
thereto.
9. AMENDMENT. This Agreement may be amended only by an instrument in writing
signed by Seller and Buyer.
10. GOVERNING LAW. This Agreement will be governed by and construed in
accordance with the law of the state of Florida.
11. SECTION HEADINGS. Section headings are for convenient reference only and
shall not affect the meaning or have any bearing on the interpretation of any
provision of this Agreement.
12. SEVERABILITY. If any term or other provision of this Agreement is invalid,
illegal or incapable of being enforced by any rule of law or public policy, all
other terms and provisions of this Agreement will nevertheless remain in full
force and effect so long as the economic or legal substance of the transactions
contemplated hereby is not affected in any manner adverse to any party hereto.
Upon any such determination that any term or other provision is invalid, illegal
or incapable of being enforced, the parties hereto will negotiate in good faith
to modify this Agreement so as to effect the original intent of the parties as
closely as possible in an acceptable manner to the end that the transactions
contemplated by this Agreement are consummated to the extent possible.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.
BUYER SELLER
COI SOLUTIONS, INC. ALTERNATE ENERGY CORP.
/s/ Gary Evans /s/ Blaine Froats
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Gary Evans Blaine Froats
Director President