ASSET ACQUISITION AGREEMENT
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This agreement (the "Agreement") contains the terms and conditions
upon which Protec Industries, Inc., an Arizona corporation ("Buyer"), is
will to acquire certain assets of TEK Corp., a Utah corporation,
("Seller").
1. Assets.
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On the Closing Date (as hereinafter defined) and subject to the terms
and conditions of this Agreement, Buyer agrees to purchase and Seller
agrees to sell all of the items set forth on EXHIBIT A attached hereto, and
all right, title and interest in and to all of the other assets of the
Company, including, but not limited to, all of the Company's:
(a) ownership of the assignment interest from Ms. Maria del
Pilar Jimenez, Widow of Carlo, in the La Guadalupe Ranch (the "Property"),
120 carretera federal Cancun-Tulum, Municipio de Cozumel, Estado de
Quintana Roo, Mexico (near Cancun, Mexico), consisting of an area of
approximately One Thousand, Four Hundred and Ninety-Eight Hectares,
leaseholds and sublease holds therein, improvements, fixtures and fittings
thereon, and easements, rights-of-way and other appurtenances thereto;
(b) tangible personal property (such as machinery, equipment,
inventories of materials and supplies, goods or works in process and
finished goods, and furniture) as may have been assigned to the Seller in
the transaction whereby the Seller acquired the assignment interest in the
Property;
(c) intellectual property, goodwill associated therewith,
licenses and sublicenses granted and obtained with respect thereto, and
rights thereunder, remedies against infringements thereof, and rights to
protection of interests therein under the laws of all jurisdictions;
(d) leases, subleases and rights thereunder;
(e) the asset value or benefit of the agreements, contracts,
indentures, mortgages, instruments, guaranties, and other similar
arrangements and rights thereunder
(f) accounts, notes and other receivables;
(g) securities;
(h) claims, deposits, prepayments, refunds, cause of action,
rights of recovery, rights of set off and rights of recoupment;
(i) franchises, approvals, certificates, variances, and similar
rights; and
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(j) books, records, ledgers, files, documents, correspondence,
lists, plats, architectural plans, drawings and specifications, creative
materials, advertising and promotional materials, studies, reports and
other printed or written materials;
The assets conveyed (the "Assets") will include all replacements and
additions thereto between the date of this Agreement and the date on which
the transactions contemplated hereby are consummated (the "Closing Date").
Seller agrees that it shall convey the Assets to Buyer free and clear of
all liens, encumbrances and debts of any kind except to the extent
expressly assumed by Buyer.
2. Purchase Price.
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(a) The purchase price received for Assets (the "Purchase Price")
shall be paid in Buyer's restricted Common Stock.
(b) Subject to the adjustments set forth in Paragraph 4, the Buyer
agrees to pay to the Seller 92,000,000 shares of its common stock. As used
in this Agreement, "Buyer Common Stock" shall mean the common stock of the
Buyer, par value of $0.001 per share.
3. Appraisal of Assets.
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The Seller had used its best efforts to obtain a fair appraisal
of the Property based upon an asset valuation provided by an independent
appraisal company selected and retained by the Seller that engages in the
business of providing valuations for foreign properties. The Buyer is not
required to provide their own appraisal for the purposes of entering into
this Asset Acquisition Agreement. The appraisal issued by a bona-fide
appraisal firm shall be binding upon the Buyer and Seller and is included
in EXHIBIT B of this Asset Acquisition Agreement. The Buyer is subject to
full disclosure and updates of any and all subsequent appraisals that may
be compiled on the Property by any of the parties involved.
4. Closing.
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Subject to the satisfaction or waiver of the conditions contained
in this Agreement, the Closing will take place at (a) the offices of Seller
at 10:00 a.m. local time, on (i) the 5th business day after the execution
of this agreement or (ii) the second business day after which all of the
conditions to closing have been met, or (b) at such place and at such time
as Buyer and Seller may agree. In addition to any other conditions
specifically contained in this Agreement, unless waived by Buyer, the
obligation of Buyer to effect the transactions contemplated hereby is
subject to Seller having performed in all material respects all obligations
required to be performed by it under this Agreement prior to the Closing
Date, and, unless waived by Seller, the obligation of Seller to effect the
transactions contemplated hereby, including without limitation title
commitments and surveys obtained at the sole cost and expense of Seller.
5. Representations and Warranties of Buyer.
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Buyer hereby represents and warrants to Seller as follows, and
Buyer and Seller hereby agree that Seller's obligations hereunder are
subject to these representations and warranties being true, correct and
complete as of the Closing Date:
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(a) Buyer is a corporation duly organized, validly existing and in
good standing in the State of Arizona and has all necessary corporate power
and authority to execute this Agreement and the other documents to be
executed by it in connection herewith (collectively with this Agreement,
"Buyer's Agreement") and to consummate the transactions contemplated hereby
and thereby.
(b) Buyer's execution, delivery and performance of Buyer's Agreements
and the transactions contemplated hereby and thereby have been duly and
validly authorized by all necessary action on its part and, assuming the
due execution and delivery of Seller's Agreements (as hereinafter defined)
by Seller, will constitute the valid and binding obligations of Buyer,
enforceable against it in accordance with their respective terms, except as
limited by laws affecting creditor's rights or equitable principles
generally.
(c) The execution, delivery and performance of Buyer's Agreements by
Buyer does not require the consent of a governmental entity or a third
party not affiliated with Buyer.
(d) Buyer represents and warrants that the shares of Buyer's Common
Stock issued pursuant to the Purchase Price are restricted securities under
the Securities Act of 1933, as amended and are subject to substantial
restrictions upon transfer. The certificates for shares of Common Stock
will bear the following legend:
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THE HOLDER
HEREOF, BY ACCEPTING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE
ISSUER THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED ONLY (A) TO THE ISSUER, (B) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH
APPLICABLE STATE SECURITIES LAWS, (C) IN ACCORDANCE WITH RULE 144
UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE STATE
SECURITIES LAWS, OR (D) IN ACCORDANCE WITH ANY OTHER EXEMPTION UNDER
THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE STATE
SECURITIES LAWS UPONO THE DELIVERY OF A LEGAL OPINION, REASONABLY
SATISFACTORY TO THE ISSUER, TO THE FOREGOING EFFECT.
(e) To the best of Buyer's knowledge after reasonable investigation,
all reports or other documents filed by the Buyer are in compliance with
certain exemption to the Securities Act of 1933 (the "Act"), as amended and
revisions thereto. Under the Act and the rules and regulations adopted
under such Acts do not include an untrue statement of a material fact or
omit to state a material fact necessary in order to make the statements
therein not mis
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6. Representations and Warranties of Seller.
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Seller hereby represents and warrants to Buyer as follows, and
Buyer and Seller agree that Buyer's obligations hereunder are subject to
these representations and warranties being true, correct and complete as of
the Closing Date:
(a) Seller is a Utah Corporation and has all necessary power and
authority to execute this Agreement and the other documents to be executed
by it in connection herewith (collectively with this Agreement, "Seller's
Agreements"), to conduct its business and operations as presently conducted
and to consummate the transactions contemplated hereby and thereby.
(b) Seller's execution, delivery and performance of Sellers'
Agreements and the transactions contemplated hereby and thereby have been
duly and validly authorized by all necessary action on its part and,
assuming the due execution and delivery of Buyer's Agreements by Buyer,
will constitute the valid and binding obligations of Seller, enforceable
against it in accordance with their respective terms, except as limited by
laws affecting creditor's rights or equitable principles generally. No
person other than Seller has any interest in any of the Assets.
(c) The execution, delivery and performance of Seller's Agreements by
Seller does not require the consent of any governmental entity or third
party, will not conflict with or violate the provisions of Seller's
corporate provisions or any applicable law or any judgment, order or ruling
of any government authority having jurisdiction over Seller, will not,
directly or indirectly, conflict with or constitute a breach or default
under any agreement, license or permit to which Seller is a party or is
subject, and will not result in the creation of any lien or encumbrance on
the Assets.
(d) The Seller is the authorized legal holder of all licenses,
permits and authorizations from governmental and regulatory authorities
which are required for the lawful conduct and operation of the business of
Seller as presently conducted and operated and all of such licenses,
permits or authorizations are in full force and effect and are not subject
to any restrictions or conditions limiting or restricting the continued
conduct and operation of the business of Seller as presently conducted.
Except as otherwise disclosed, there are no pending or threatened
proceedings which could result in the revocation, modification or non-
renewal of such licenses, permits and authorizations, and Seller has no
reason to believe that such licenses, permits and authorizations will not
be renewed in their ordinary course.
(e) The Seller is in compliance with all laws, regulations, rules and
governmental orders applicable to its business and the Assets and the
conduct and operation of its business, and Seller has not violated such
laws, regulations, rules or governmental orders in the conduct and
operation of its business and no such violations have occurred which would
affect Sellers' ability to perform its obligations hereunder.
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(f) The Seller is not subject to any judgment, injunction, order or
arbitatration decision relating to the Assets or the conduct and operation
of its business and there is no litigation or administrative proceeding
pending or threatened against Seller or its business relating to the Assets
or the conduct and operation of its business or which would affect Seller's
ability to perform its obligations hereunder.
(g) Seller has, and following the Closing, Buyer will have, full and
unrestricted legal and equitable title free and clear of any encumbrances
to the Assets. The assignment and all rights thereto concerning the
Property included in the Assets is a valid and asset of Seller and is in
full force and effect, and Seller, is not, and, to the knowledge of Seller,
no other party is, in default in any material respect under any such lease.
(h) All domain names, trade names, service marks, copyrights and
other intellectual property used by Seller in the conduct and operation of
its business is licensed to or owned by Seller, and all of Seller's rights
thereto shall be fully assignable to Buyer on the Closing Date. All
licenses of such intellectual property are valid and uncontested, and
Seller has received no notice of infringements or unlawful use of such
intellectual property in connection with the conduct and operation of its
business. Seller has complied and is in compliance with all Environmental
Laws (as hereinafter defined).
(i) Seller has no liability under any Environmental law, nor is
Seller responsible (including, but not limited to, by contract or
by operation of law) for any liability of any other person under
any Environmental Law. There are no pending or threatened
actions, suits, orders, claims, legal proceedings or other
proceedings based on, and Seller, nor any officer, director or
shareholder thereof has directly or indirectly received any
formal or informal notice of any complaint, order, directive,
citation, notice of responsibility, notice of potential
responsibility, or information request from any governmental
authority or any other person or entity or knows or suspects any
fact(s) which might reasonably form the basis for any such
actions or notices pursuant to Environmental Laws or otherwise
arising out of or relating in any way to Hazardous Materials (as
hereinafter defined).
(ii) No authorization, notification, recording, filing, consent,
waiting period, remediation, investigation, or approval is
required under any Environmental Law in order to consummate the
transaction contemplated hereby.
(iii) "Environmental Laws" means any laws and decrees, relating
to the generation, production, installation, use, storage,
treatment, transportation, release, threatened release, or
disposal of Hazardous Materials, noise control, or the protection
of human health or safety, natural resources, or the environment.
(iv) "Hazardous Materials" means any wastes, substances,
radiation, or materials (whether solids, liquids or gases) (i)
which are defined as "pollutants," contaminants," "hazardous
wastes", "hazardous substances", "solid wastes", or other similar
designations in, or otherwise listed or subject to regulation
under, any Environmental Laws; (ii) which contain PCBs, asbestos,
asbestos-containing materials, lead-based paints, urea-
formaldehyde foam insulation, petroleum or petroleum products
(including, without limitation, crude oil or any fraction
thereof) or (iii) which pose a hazard to human health, safety,
natural resources, industrial hygiene, or the environment.
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(j) No representation or warranty made by Seller and contained in
this Agreement contains any untrue statement of fact or omits any fact
required to make any statement contained herein not misleading. Seller is
not aware of any impending or contemplated event or occurrence that would
cause any of the foregoing representations not to be true, correct and
complete on the date of any such event or occurrence as if the foregoing
representations were made on the date of any such event or occurrence.
(k) (i) Seller has:
(a) filed all federal, state, local and foreign Tax Returns (as
hereinafter defined) required to be filed by it;
(b) paid or accrued all Taxes (as hereinafter defined) shown to
be due on such Tax Returns or which are otherwise due and payable;
(c) paid or accrued all Taxes for which a notice of assessment
or collection has been received.
As used in this Agreement,
"Code" means the Internal Revenue Code of 1986, as amended.
"Taxes" means any and all federal, state, local, foreign or other
taxes of any kind (together with any and all interest, penalties, additions
to tax and additional amounts imposed with respect thereto) imposed by any
taxing authority, including, without limitation, taxes or other charges on
or with respect to income, franchises, windfall or other profits, gross
receipts, property, sales, use, capital stock, payroll, employment, social
security, workers' compensation, unemployment compensation, or net worth,
and taxes or other charges in the nature of excise, withholding, ad valorem
or value added, and includes, without limitation, any liability for Taxes
of another person, as a transferee or successor, under Treas. Reg. Section
1.1502-6 or analogous provision of law or otherwise; and
"Tax Return" means any return, report or similar statement (including
any attached schedules) required to be filed with respect to any Tax,
including, without limitation, any information return, claim or refund,
amended return or declaration of estimated Tax.
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(ii) Neither the Internal Revenue Service nor any other taxing
authority has asserted in writing any claim for Taxes, or to the
knowledge of Seller, is threatening to assert any claims for Taxes,
against Seller. Seller has withheld or collected and paid over to the
appropriate governmental entities (or is properly holding for such
payment) all Taxes required by law to be withheld or collected. There
are no outstanding agreements or waivers extending the statutory
period of limitation applicable to any Tax Return of Seller. Seller
has not made an election under Section 34(f) of the Code. There are
no liens for Taxes upon the assets of Seller (other than liens for
Taxes that are not yet due).
(iii) Seller:
(a) has no liability under Treasury Regulation Section
1.1502-6 or analogous state, local or foreign law provision, or
(b) is not a party to a Tax sharing or Tax indemnity
agreement or any other agreement of a similar nature with any entity that
remains in effect.
No claim has been made by a taxing authority in a jurisdiction where
Seller does not file Tax Returns that Seller is or may be subject to
taxation by that jurisdiction. Seller is not the subject of any currently
ongoing audit or examination with respect to Taxes, nor, to the knowledge
of Seller, has any such audit been threatened or proposed, by any taxing
authority.
7. Covenant of Buyer.
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Buyer hereby covenants to Seller that it shall not take any
action which is materially inconsistent with its obligations under this
Agreement that it shall notify Seller of any litigation or administrative
proceeding pending or, to Buyer's knowledge, threatened against Buyer that
challenges the transactions contemplated hereby. Buyer agrees that the
compliance with this covenant in all material respects shall be a condition
to Seller's obligations hereunder.
8. Certain Seller Covenants.
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Seller hereby makes the following covenants to Buyer, the
compliance with which in all respects shall be a condition to Buyer's
obligations hereunder:
(a) Seller shall conduct and operate its business in the ordinary and
prudent course of business consistent with past practices, shall not sell,
lease or dispose of any Asset to be conveyed hereunder and shall preserve
the business of the customers, suppliers and others having business
relations with Seller's business;
(b) Seller shall operate its business in all respects in accordance
with all laws, regulations and rules applicable to such business;
(c) Seller shall not take any action that would cause any
representation or warranties contained herein to become false or invalid,
and Seller shall notify Buyer of any change in any of Seller's
representations and warranties contained herein; provided, however, that
such notice shall not operate to cure any breach of such representations or
warranties;
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(d) Seller shall not take any action which is inconsistent with
Seller's obligations under this Agreement; and
(e) Seller shall notify Buyer of any litigation or administrative
proceeding or investigation pending or, to Seller's knowledge, threatened,
which challenges the transactions contemplated hereby.
9. Certain Conditions to Buyer's Obligation.
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Buyer and Seller agree that Buyer's obligations hereunder are
specifically conditioned upon the prior occurrence or satisfaction of the
following:
(a) Buyer shall have completed to Buyer's satisfaction its business,
financial and legal due diligence investigation of Seller;
(b) Buyer shall have received the legal documentation and legal
opinion conducive with the asset acquisition included in Exhibit A as close
to the Closing Date as is reasonably practicable;
(c) all instruments of conveyance and transfer and other documents
delivered by Seller to Buyer to effect the sale, transfer and conveyance of
the Assets to Buyer shall be satisfactory in form and substance to Buyer
and its counsel;
(d) Buyer shall have received evidence satisfactory to it and its
counsel of the consent, approval or authorization of each governmental and
regulatory authority whose consent, approval or authorization shall be
required in order to permit the consummation of the transactions
contemplated hereby, and such consent, approval or authorization shall be
in a form and substance satisfactory to Buyer and its counsel;
(e) no litigation or administrative proceeding or investigation
(whether formal or informal) shall be pending or, to Seller's knowledge,
threatened which challenges the transactions contemplated hereby;
(f) the representations and warranties of Seller contained herein
shall be true, correct and complete as of the Closing Date, Seller shall
have performed or complied with all covenants and agreements required by
this Agreement to be performed or complied with by Seller, and Buyer shall
have received a certificate of a duly authorized officer of Seller
substantially in the form of Exhibit H attached hereto to the effect that,
as of the Closing Date, the representations and warranties of Seller set
forth herein are true and correct as of the Closing Date and that Seller
has performed or complied with all of its covenants and agreements
contained herein;
(g) Buyer shall have received a certified copy of the resolutions of
Seller's board of directors and shareholders authorizing the execution,
delivery and consummation of this Agreement and the transactions
contemplated hereby;
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(h) Buyer's board of directors shall have authorized the execution,
delivery and consummation of this Agreement and the transactions
contemplated hereby;
10. Cooperation.
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Buyer and Seller agree to cooperate fully with one another in
taking any actions necessary or helpful to accomplish the transactions
contemplated hereby, including actions to obtain consents required by any
third party; provided, however, that no party shall be required to take any
action which would have a material adverse effect upon it or any of its
affiliates.
11. Bulk Sales.
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Buyer and Seller agree to waive compliance with all "bulk sales"
or similar laws that may be applicable to the transactions contemplated
hereby.
12. Confidentiality; Publicity.
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Buyer and Seller shall each keep confidentiality all information
obtained by it with respect to the other in connection with this Agreement,
will use such information solely in connection with the transaction
contemplated hereby, and shall return all such information to the other
party if such transactions are not consummated for any reason. Neither
party will issue a press release, make any disclosure or any other
announcement concerning the transactions contemplated by this Agreement
without the prior written consent of the other party, which consent shall
not be unreasonably withheld.
13. Costs and Expenses.
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Except as provided herein or as otherwise expressly set forth in
this Agreement, Buyer and Seller agree that each party shall be solely
responsible for all costs and expenses incurred by it in connection with
the consummation of the transactions contemplated hereby; provided however,
that all transfer, sales or use taxes or similar charges resulting from the
transfer of the Assets contemplated hereby shall be borne by Seller;
provide further, that if Seller breaches this Agreement and Buyer
terminates this Agreement, Seller shall pay costs and expenses incurred by
Buyer, including the fees and expenses incurred by Buyer's professional
advisors with respect to the matters contemplated by this Agreement. In
the event of a dispute between the parties in connection with this
Agreement or the transactions contemplated hereby, each of the parties
hereto agrees that the prevailing party shall be entitled to reimbursement
by the other party of reasonable legal fees and expenses incurred in
connection with any action or proceeding.
14. Indemnification.
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(a) From and after the Closing Date, Seller agrees to indemnify
an hold Buyer and its affiliates harmless from and against all costs,
losses and damages (including reasonable attorney fees) incurred by Buyer
or Buyer's affiliates as a result of or arising out of (i) the breach by
Seller of any of its representations and warranties contained in this
Agreement, (ii) the failure by Seller to perform or comply with all of its
covenants and agreements set forth in this Agreement, and (iii) the
Excluded Liabilities.
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(i) Buyer shall not be liable under this Paragraph 17 with
respect to any claim by Seller against Buyer for indemnification payable
under this Paragraph 17 unless a written claim for indemnification is given
by Seller to Buyer with respect thereto on or before the third
anniversary of the Closing Date.
(b) The indemnified party shall make no settlement, compromise,
admission or acknowledgement that would give rise to liability on the part
of the indemnifying party without the prior written consent of the
indemnifying party.
(c) The representations, warranties, covenants and agreements of
Seller contained herein shall survive the Closing in full force and effect
for a period of three (3) years from the Closing Date; provided, however,
that Seller's representation and warranties set forth in subsections (n)
and (o) of Paragraph 9 shall survive the Closing in full force and effect
until such time as the applicable statute of limitations has expired;
provided, further, that Seller's representations and warranties set forth
in subsections (a), (b) and (c) of Paragraph 9 shall survive the closing in
full force and effect without limitation as to duration.
(d) The representations, warranties, covenants and agreements of
Buyer contained herein shall survive the Closing in full force and effect
for a period of three (3) years from the Closing Date.
15. Termination.
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This Agreement may be terminated at any time prior to closing as
follows:
(a) by written notice of Buyer to Seller or Seller to Buyer if
the other materially breaches any of its representations or warranties or
defaults in the performance of its covenants or agreements contained herein
and such breach or default shall not be cured within five (5) days after
the date notice of such breach or default is served by the party seeking to
terminate this Agreement;
(b) by written notice of Buyer to Seller or Seller to Buyer if
there shall be in effect any judgment, decree or order that would prevent
or make unlawful the Closing of the transactions contemplated by this
Agreement;
(c) by written notice of Buyer to Seller, or by Seller to Buyer
if the Closing shall not have been consummated on or before the date which
is 60 days from the date hereof;
(d) by written notice of Buyer to Seller at any time prior to
the Closing, if Buyer is not satisfied, in its sole discretion, with its
business and legal due diligence investigations of Seller; or
16. Specific Performance.
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Buyer and Seller recognize that if Seller refuses to perform
under the provisions of this Agreement, monetary damages alone will not be
adequate to compensate Buyer for its injury. Buyer shall therefore be
entitled, in addition to any other remedies that may be available, to
obtain specific performance of the terms of this Agreement.
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17. Parties in Interest.
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This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and permitted
assigns. No party may voluntarily or involuntarily assign its interest
under this Agreement without the prior written consent of the other parties
hereto, except for any assignment to an affiliate of Buyer in which case
Buyer shall remain fully obligated under this Agreement.
18. Amendment.
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No amendment, waiver of compliance with any provision or
condition hereof or consent pursuant to this Agreement shall be effective
unless evidenced by an instrument in writing signed by the party against
whom enforcement of any amendment, waiver or consent is sought.
19. Governing Law.
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This Agreement, including, without limitation, the
interpretation, construction, validity and enforceability thereof, shall be
governed by the laws (other than the conflict of laws rules) of the State
of Washington, where the Buyer has its principal place of business.
20. Notice.
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All notices, requests, consents, waivers, and other
communications required or permitted to be given hereunder shall be in
writing and shall be deemed to have been given: (a) if transmitted by
facsimile, upon acknowledgement of receipt thereof in writing by facsimile
or otherwise; (b) if personally delivered, upon delivery or refusal of
delivery; (c) if mailed by registered or certified United States mail,
return receipt requested, postage prepaid, upon delivery or refusal of
delivery. All notices, consents, waivers or other communications required
or permitted to be given hereunder shall be addressed to the respective
party to whom such notice, consent, waiver or other communication relates
at the following addresses:
If to Seller, to: TEK Corp.
7050 Union Park Center, Suite 350
Midvale, Utah 84047
Telephone (801) 233-8001
Fax (801) 233-8002
If to Buyer, to: Protec Industries, Inc.
C/o Law Offices of Tolan S. Furusho
2200 112th Avenue NE, Suite #200
Bellevue, Washington 98004
Telephone (425) 452-8639
Fax (425) 452-8622
21. Counterparts.
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This Agreement may be executed in one or more counterparts, each
of which will be deemed an original and all of which together will
constitute one and the same instrument.
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22. Sever-ability.
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Buyer and Seller agree that if one or more provisions contained
in this Agreement shall be deemed or held to be invalid, illegal or
unenforceable in any respect under any applicable law, this Agreement shall
be construed with the invalid, illegal or unenforceable provision deleted,
and the validity, legality and enforceability of the remaining provisions
contained herein shall not be affected or impaired thereby.
23. Entire Agreement.
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This Agreement and the exhibits hereto embody the entire
agreement and understanding of the parties hereto and supersede any and all
prior agreements, arrangements and understandings relating to the matters
provided for herein.
24. No Liability.
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Seller agrees that no stockholder, director or officer of Buyer
or its affiliates shall have any personal or individual liability for the
obligations of Buyer under this Agreement or any other agreement entered
into in connection with this Agreement.
25. Brokers.
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Neither Buyer nor Seller nor any person acting on behalf of Buyer
or Seller has agreed to pay any commission or finder's fee in connection
with this Agreement.
26. Further Actions.
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After the Closing Date, Seller shall execute and deliver such
other certificates, agreements, conveyances and other documents, and take
such other action, as may be reasonably requested by Buyer in order to
transfer and assign to, and vest in, Buyer the Assets pursuant to the terms
of this Agreement.
This Asset Acquisition Agreement is hereby signed this 20th of January 2003
TEK Corp. ("Seller")
By:_______________________________
Name: Dr. Thomas Robbins
Title: CEO and President
Protec Industries, Inc. ("Buyer")
By: ______________________________
Name: Tolan S. Furusho
Title: Secretary and Director
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Exhibit A
Memorandum on history of transaction, including the history of the
ownership of the Property
Assignment of Property between TEK Corp. and Ms. Maria del Pilar Jimenez
Private Transaction Joint Venture Agreement Between TEK Corp. and AGLA
DOLPHIN, Ltd.
Agreement Between TEK Corp and AGLA DOLPHIN, Ltd. which amends the original
Private Transaction Joint Venture Agreement.
Deed of Assignment
Notice of Intent to Transfer Interest
Complete Property description
Property Development Plan
Legal Opinion of transaction between TEK Corp. and Ms. Maria del Pilar
Jimenez
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Exhibit B -
Certified Copies of Original Documents as it relates to the Property
including:
Power of Attorney to AGLA DOLPHIN, Ltd.
Deeds and Titles Adjudication of "Injeritance" (Inheritance)
Power of Attorney to Mr. Jorge Orozco Veliz
Appraisal
Land Use Information
Certificate of No Liens
Testament
General Power of Attorney
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