ASSET PURCHASE AGREEMENT
THIS AGREEMENT is hereby made and entered into this 7th day of February,
2005.
AMONG:
ELS, INC., 3235 Omni Dr., Cincinnati, OH 45245
(the "Seller");
AND: RESOLVE STAFFING, INC., 105 N. Falkenburg, Suite B., Tampa, FL 33619
(the "Purchaser").
WITNESSES THAT WHEREAS:
A. The Seller conducts the business of providing temporary staffing services
(the "Business") to companies (the "Companies"); and
B. The Seller has agreed to sell to the Purchaser and the Purchaser has
agreed to purchase from the Seller the Business and certain of the
property, assets and undertakings of the Seller on the terms and
conditions set forth in this Agreement;
NOW THEREFORE in consideration of the premises and the mutual covenants
and agreements set forth in this Agreement, the parties represent, warrant,
covenant and agree as follows:
1.0 PURCHASE AND SALE
1.1 Subject to the terms and conditions of this Agreement, at the Closing
(hereinafter defined) the Seller will sell, transfer and assign to the
Purchaser, free and clear of all liens, charges and encumbrances except as may
be specifically permitted hereby, and the Purchaser will purchase from the
Seller, the Business and all property, assets and undertakings of the Seller of
every kind and description and wherever situate (collectively, the "Assets"),
which are described in more detail in Schedule "A" to this Agreement, which is
hereby incorporated herein by reference and that are used in conducting the
Business, including without limitation:
(a) all right, title, benefit and interest in and under all customer
lists, contracts, engagements and commitments, whether oral or
written, which the Seller is entitled to or possessed of in
connection with the Business (collectively the "Material
Contracts");
(b) cash on hand or on deposit as received by the Business at the
commencement of business on the Closing Date (hereinafter defined);
and
(c) all customer lists, marketing materials, brochures, accounting and
other books and records, and all other information, correspondence,
documents, and material relating to the Business.
1.2 All inquiries respecting the sale of such other assets received by the
Seller and not confirmed by contractual commitment will be deemed to be assigned
to the Purchaser at the Closing (hereinafter defined), to be accepted, confirmed
or withdrawn or otherwise acted upon by the Purchaser in its own name, for its
own account and in accordance with its own business judgment.
2.0 PURCHASE PRICE
2.1 The purchase price, or consideration payable by the Purchaser to the Seller
for the Business and the Assets will be that amount (the "Purchase Price") which
is equal to:
(a) 13,000,000 shares of the common stock, par value $ $0.0001 per
share, of Resolve Staffing, Inc. ("Shares"), a Nevada corporation,
to be issued at the Closing Date, which shares shall be issued as
designated by the Seller. The Shares shall be deemed to be
"restricted securities" as defined in Rule 144(a)(3) promulgated
under the Securities Act of 1933.
(b) Upon receipt from the Seller of appropriate written instructions, on
the Closing Date, the Shares may be issued in the individual names
of the two shareholders of the Seller, in the respective amounts as
instructed by the Seller, so long as the combined number of Shares
to issue by the Purchaser totals 13,000,000 Shares.
(c) As further consideration supporting this Agreement, the Purchaser
shall issue to the Seller a promissory note in an amount not to
exceed $1,500,000 ("Note"), payable on demand, representing the
Purchaser's obligation to repay the Seller the face amount of said
Note for indebtedness paid or assumed by the Seller and that is
associated with the Business and the Assets.
3.0 ALLOCATION OF PURCHASE PRICE
3.1 The Purchase Price will be allocated among the various items comprising the
Business and the Assets as may be determined by the Purchaser on advice from its
certified public accountant and/or the Seller's chief financial officer.
4.0 PAYMENT OF THE PURCHASE PRICE
4.1 The Purchase Price will be paid as follows:
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(a) At Closing, the Purchaser shall deliver to the Seller, 13,000,000
Shares of Resolve Staffing, Inc. common stock in the name of the
Seller, or as instructed by the Seller, in the name of the Seller's
assignee(s); and
(b) At Closing, the Purchaser shall issue and deliver the Note to the
Seller representing the Assumed Liabilities.
5.0 CLOSING AND POSSESSION
5.1 The completion of the transactions contemplated hereby (the "Closing") will
take place at 5:00 p.m. local time on the 7th day of February, 2005 (the
"Closing Date") at the offices of the Seller located at 3235 Omni Dr.,
Cincinnati, OH 45245 or at such other place, date, and time as may be mutually
agreed upon by the parties hereto.
6.0 CONFIDENTIALITY AND NON-COMPETITION
6.1 The Seller will treat all non-public aspects of the Business and the Assets
as strictly confidential and will not disclose or communicate or cause to be
disclosed or communicated non-public aspects of the Business or the Assets to
any person except as may be consented to in writing by the Purchaser.
6.2 The Seller will initiate and maintain an appropriate internal program
limiting the internal distribution of non-public aspects of the Business and the
Assets to its directors, officers, employees, servants and agents on a "need to
know" basis, and will obtain appropriate non-disclosure agreements from any and
all persons who may have access to non-public aspects of the Business and the
Assets.
6.3 After Closing, the Seller will not directly or indirectly participate in any
business which is in direct competition with the Business, and will not use any
information respecting customers and potential customers in direct or indirect
competition with the Purchaser; and without limiting the generality of the
foregoing, the Seller will not:
(a) carry on any portion of the Business or use or otherwise exploit,
directly or indirectly, any Business Asset; or
(b) permit the use or other exploitation of any Business Asset by any
director, officer, employee, contractor or agent of the Seller,
6.4 At or after the Closing, the Seller and the Purchaser shall agree on a form
of press release that will thereafter be immediately disseminated to the
"newswire services" announcing the consummation of this Agreement. Provided
further, the parties shall cooperate in the preparation and filing of any and
all reports that are required to be filed by the Purchaser disclosing the terms
of this Agreement, pursuant to the Securities Exchange Act of 1934.
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7.0 ASSUMPTION OF BUSINESS INDEBTEDNESS
7.1 From and after the Closing, subject to the terms and conditions of this
Agreement, the Purchaser will pay certain of the indebtedness of the Business
and the Assets, which will be incorporated into the form of Note to be delivered
by the Purchaser to the Seller. Purchaser will not assume any indebtedness that
is not incorporated into the Note and the Purchaser shall be indemnified against
any such undisclosed liabilities not incorporated into the form of Note to issue
by the Purchaser and the Purchaser shall be held harmless thereon by the Seller.
7.2 From and after the Closing the Purchaser will, assume, perform, and
discharge the Seller's obligations and liabilities in respect of the Material
Contracts.
8.0 REPRESENTATIONS OF THE SELLER
8.1 The Seller represents and warrants to the Purchaser, with the intent that
the Purchaser shall rely upon such representations and warranties in concluding
the transactions contemplated hereby, that:
(a) the Seller is a corporation that is duly incorporated, valid
existing, and in good standing under the laws of Ohio, and it has
the power, authority, and capacity to carry on the Business as
presently conducted and to enter into this Agreement and carry out
its terms;
(b) the execution and delivery of this Agreement and the completion of
the transactions contemplated hereby has been duly and validly
authorized by all necessary corporate action on the part of the
Seller, and this Agreement constitutes a valid and binding
obligation of the Seller enforceable against the Seller in
accordance with its terms;
(c) the Seller has previously disclosed to the Purchaser in writing all
material particulars relating to any officers, directors, employees,
and agents of the Seller including particulars of any contracts,
engagements, or commitments, whether oral or written, respecting all
aspects of the Business, the Assets, and the Assumed Liabilities;
(d) except as will be remedied by those consents, approvals, releases
and discharges which will be delivered by the Seller at Closing,
neither the execution and delivery of this Agreement nor the
performance of the Seller's obligations hereunder will:
(i) violate or constitute default under the organizational
documents, by-laws, or articles of incorporation of the
Seller, any order, decree, judgment, statute, by-law, rule,
regulation, or restriction applicable to the Seller, the
Business or any of the Assets, or any contract, agreement,
instrument, covenant, mortgage or security to which the Seller
is a party or which is binding upon the Seller,
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(ii) give any person the right to terminate or cancel any contract,
agreement, instrument, covenant, mortgage or security in favor
of the Seller,
(iii) result in any fees, duties, taxes, assessments, penalties or
other amounts becoming due or payable, or
(iv) give rise to acceleration of the time for payment of any
moneys payable or for the performance of any obligation to be
performed by the Seller;
(e) the Seller owns and possesses and has good and marketable title to
the Business and the Assets free and clear of all liens, charges,
and encumbrances of every kind and nature whatsoever;
(f) the Business comprises all property, both tangible and intangible
and Assets used and/or owned by the Seller in connection with the
Business;
(g) the Seller does not have any indebtedness which might be by
operation of law or otherwise now or hereafter may constitute a
lien, charge, or encumbrance upon any of the Assets;
(h) the Seller has previously disclosed to the Purchaser all contracts,
engagements and commitments, whether oral or written, relating to
the Business or the Assets, including in particular contracts,
engagements, and commitments;
(i) the Seller has previously provided to the Purchaser an accurate and
complete description of all Material Contracts and, except as
previously disclosed by the Seller to the Purchaser in writing:
(i) there has not been any default in any obligation or liability
in respect of such contracts, engagements, or commitments;
(ii) there has not been any amendment, modification, variation,
surrender, or release of such contracts, engagements, and
commitments; and
(iii) each of such contracts, engagements, and commitments is in
good standing and in full force and effect;
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(j) the Seller has previously provided to the Purchaser an accurate and
complete description of all instruments evidencing or relating to,
and all material particulars of the Assumed Indebtedness represented
by the Note;
(k) the amount of Assumed Indebtedness as at the Closing Date will not
exceed US $1,500,000 and shall be incorporated into the form of Note
to be delivered on the Closing Date;
(l) there is no basis for and there is no action, suit, litigation,
investigation, arbitration proceeding, governmental proceeding or
other proceedings (including appeals and applications for review)
outstanding, pending, threatened against or involving, affecting or
possibly affecting the Seller, the Business or the Assets; or any
judgment, decree, injunction, rule or order of any court,
governmental department, commission, agency, officer,
instrumentality or arbitrator, which, if determined adversely to the
Seller, might adversely affect the ability of the Seller to enter
into this Agreement or to consummate the transactions contemplated
hereby, or adversely affect title to any of the Business or the
Assets, either at law or in equity, or the Seller' ability to
dispose of the Business and the Assets in its sole discretion; or
any investigations, complaints, orders, directives or notices of
defect or non-compliance by or before any court, governmental or
domestic commission, department, board, tribunal, or authority, or
administrative, licensing, or regulatory agency, body, or officer
issued, pending, or threatened against the Seller or in respect of
the Business or any of the Assets;
(m) the facts contained in all "due diligence" and other disclosure
materials provided by the Seller to the Purchaser are substantially
true and correct, and the Seller does not have any information or
knowledge of any facts relating to the Business or the Assets,
which, if known to the Purchaser, might reasonably be expected to
deter the Purchaser from completing the transactions contemplated by
this Agreement;
(n) the representations and warranties of the Seller included in this
Agreement are true and correct and do not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements contained in such representations
and warranties not misleading to a prospective purchaser of the
Business and the Assets;
(o) all financial statements of the Seller have been prepared in
accordance with generally accepted United States accounting
principles consistently applied and present fairly and completely
the assets and liabilities, whether accrued, absolute, contingent or
otherwise, and the financial condition of the Seller and the results
of the operation of the Business for the periods reported thereby;
and the Seller has disclosed to the Purchaser in writing all
material financial information respecting the Seller, the Business
and the Assets as at the date of this Agreement and as of the
Closing Date;
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(p) the books and records of the Seller present fairly and completely in
all material respects, in accordance with sound accounting practices
consistently applied, the matters which such books and records
purport to present, and all material financial transactions of the
Seller relating to the Business and the Assets have been accurately
recorded in such books and records; and
(q) since the date of the most recent financial statements of the Seller
provided to the Purchaser, there has not been:
(i) any change, event, or circumstance which would adversely
affect the affairs, prospects, operation, or condition of the
Business;
(ii) any loss, damage, or defaults, which would adversely affect
the affairs, prospects, operations, or condition of the
Business.
8.2 Notwithstanding any investigations or inquiries made by or on behalf of the
Purchaser prior to Closing or the waiver of any condition by the Purchaser, the
representations and warranties of the Seller shall survive the Closing and,
notwithstanding the closing of the purchase and sale herein provided for, shall
continue in full force and effect for the benefit of the Purchaser until the
third anniversary of the Closing Date, with the exception that all
representations and warranties with respect to tax matters shall continue in
full force and effect until the date that is one year after the date on which
the last applicable limitations period under the applicable income tax or other
tax legislation expires with respect to any taxation year which is relevant in
determining any liability under this Agreement with respect to tax matters, and
with the further exception that there shall be no limit on the representations
and warranties relating to title of the Seller to the Business and the Assets.
9.0 REPRESENTATIONS OF THE PURCHASER
9.1 The Purchaser represents and warrants to the Seller, with the intent that
the Seller shall rely upon such representations and warranties in concluding the
transactions contemplated hereby, that:
(a) the Purchaser is a corporation duly organized, validly existing and
in good standing under the laws of Nevada and has the power,
authority, and capacity to enter into this Agreement and to carry
out its terms; and
(b) the execution and delivery of this Agreement and the completion of
the transactions contemplated hereby has been duly and validly
authorized by all necessary corporate action on the part of the
Purchaser, and this Agreement constitutes a valid and binding
obligation of the Purchaser in accordance with its terms.
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9.2 The representations and warranties of the Purchaser shall survive the
Closing and, notwithstanding the closing of the purchase and sale herein
provided for, shall continue in full force and effect for the benefit of the
Seller until the third anniversary of the Closing Date.
10. COVENANTS OF THE SELLER
10.1 From the date of this Agreement to the Closing, the Seller will:
(a) not sell or dispose of any of the Business or the Assets;
(b) not make or agree to make any payment to pay the officers,
directors, employees, or agents of the Seller except in the ordinary
course of business and at the regular rates of compensation now in
effect or at reasonable reimbursement for expenses incurred by such
persons in connection with the Business;
(c) conduct the Business diligently and only in the ordinary course,
keep the Business and Assets in their present state, and endeavor to
preserve the organization of the Business intact and the goodwill of
the clients and others having business relations with the Seller
relating to the Business;
(d) afford the Purchaser and its authorized representatives full access
during normal business hours to the Business, the Assets and the
Assumed Indebtedness and without limitation all title documents,
leases, contracts, books, records, and other such materials relating
to the Business, and furnish such copies thereof and other
information, as the Purchaser may reasonably request; and
(e) procure and obtain all such consents, approvals, releases, and
discharges as may be required to effect the transactions
contemplated hereby.
10.2 The Seller covenants and agrees to indemnify and hold harmless the
Purchaser and the Purchaser's representatives, agents, employees, attorneys and
other consultants, from and against:
(a) except those which by the terms of this Agreement are to be assumed
or paid by the Purchaser, any and all debts, obligations and
liabilities, whether accrued, absolute, contingent or otherwise,
existing at the time of Closing, respecting the Business or the
Assets and the Assumed Liabilities, and the Purchaser may, but will
not be bound to, pay or perform same and all moneys so paid by the
Purchaser in so doing will constitute indebtedness of the Seller to
the Purchaser which the Purchaser may, but shall not be obligated to
set off against obligations of the Purchaser to the Seller;
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(b) any and all loss, costs, damage or deficiency resulting from any
misrepresentation, misstatement, breach of warranty or the
non-fulfillment or breach of any covenant on the part of the Seller
under this Agreement or under any document or instrument delivered
in connection with this Agreement;
(c) any and all claims, actions, suits, proceedings, demands,
assessments, judgments, charges, penalties, costs and expenses,
including the full amount of any legal expenses involved to the
Purchaser and the Purchaser's agents as aforesaid, which arise or
are made or claimed against or are suffered or incurred by the
Purchaser in respect of any of the foregoing, which actions or
claims shall include any civil, administrative, criminal or other
regulatory claim that may be made against the Purchaser or the
Purchaser's agents as described aforesaid; and
(d) any federal, state or local income or capital gains taxes, charges,
or claims assessed against the Seller as a result of the Seller's
sale and transfer of the Business, the Assets and the Assumed
Liabilities, to the Purchaser in accordance with this Agreement.
10.3 Confidential Information.
(a) The receiving party of confidential information ("Receiving
Party") shall treat as confidential all of the disclosing party's ("Disclosing
Party") Confidential Information. Without limiting the foregoing, the Receiving
Party shall use at least the same degree of care which it uses to prevent the
disclosure or improper or illegal use of its own confidential information of
like importance, but in no event with less than reasonable care, to prevent the
disclosure or improper or illegal use of the Disclosing Party's Confidential
Information.
(b) Either party shall be entitled to seek equitable relief to
protect its interest in any of its Confidential Information, including
injunctive relief.
(c) In the event either party is required to disclose the other
party's Confidential Information pursuant to applicable law or regulation, or
the order or requirement of a governmental entity, the party required to
disclose such information shall provide prompt notice thereof to the other party
to allow such party the opportunity to obtain a protective order or similar
protection prior to such disclosure.
10.4 Public Disclosure. No party shall issue any statement or communication to
any third party (other than to their respective agents) regarding the subject
matter of this Agreement or the transactions contemplated hereby, including, if
applicable, the termination of this Agreement and the reasons therefor, without
the prior consent of the other party, which consent shall not be unreasonably
withheld, except that this restriction shall be subject to the parties'
respective obligations to comply with applicable securities laws.
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10.5 Reasonable Efforts. Subject to the terms and conditions provided in this
Agreement, the parties shall use commercially reasonable efforts to promptly
take, or cause to be taken, all actions, and to do promptly, or cause to be
done, all things necessary, proper or advisable under applicable laws and
regulations to consummate and effectuate the transactions contemplated hereby,
to obtain all necessary waivers, consents and approvals and to effect all
necessary registrations and filings and to remove any injunctions or other
impediments or delays, legal or otherwise, in order to consummate and effectuate
the transactions contemplated by this Agreement for the purpose of securing to
the parties hereto the benefits contemplated by this Agreement. If required, as
soon as may be reasonably practicable, each of the Seller and the Purchaser
shall file pre-transaction notification forms required by the transactional
notification or control laws and regulations of any applicable jurisdiction, as
agreed to by the parties. Seller and Purchaser shall promptly (a) supply the
other with any information which may be required in order to effectuate such
filings and (b) supply any additional information which may reasonably be
required by the competition or transactional control authorities of any other
jurisdiction and which the Parties may reasonably deem appropriate.
Notwithstanding anything in this Section to the contrary, nothing herein shall
require any party or any of its subsidiaries or affiliates to agree to any
divestiture of any of its respective businesses, assets or properties, or
otherwise agree to the imposition of any limitation on the ability of any of
them to conduct their respective businesses or to own or exercise control of
such businesses, assets or properties.
11.0 COVENANTS OF THE PURCHASER
11.1 From the date of this Agreement to the Closing, the Purchaser will make all
reasonable best efforts to obtain and procure in cooperation with the Seller all
consents, approvals, releases, and discharges required to effect the
transactions contemplated hereby.
12.0 NON-MERGER
12.1 The representations, warranties, covenants, and agreements of the Seller
set forth in this Agreement and those contained in the documents and instruments
delivered in connection herewith will survive the Closing Date, and
notwithstanding the completion of the transactions contemplated hereby, the
waiver of any condition contained herein, unless such waiver expressly releases
the Seller of such representations, warranty, covenant, or agreement, or any
investigation by the Purchaser, will remain in full force and effect.
12.2 The representations, warranties, covenants, and agreements of the Purchaser
set forth in this Agreement and those contained in the documents and instruments
delivered in connection herewith will survive the Closing Date, and
notwithstanding the completion of the transactions contemplated hereby, the
waiver of any condition contained herein, unless such waiver expressly releases
the Purchaser of such representations, warranty, covenant, or agreement, or any
investigation by the Seller, will remain in full force and effect.
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13.0 CONDITIONS PRECEDENT
13.1 The obligation of the Purchaser to consummate the transactions contemplated
by this Agreement is subject to the fulfillment of each of the following
conditions precedent at the times stipulated:
(a) that the representations and warranties of the Seller contained
herein are true and correct on and as of the Closing Date, except as
may be disclosed in writing to, and approved by, the Purchaser;
(b) that all covenants, agreements, and obligations hereunder on the
part of the Seller to be performed or complied with at or before the
Closing, including in particular the Seller's obligation to deliver
the documents and instruments herein provided for, have been
performed and complied with as of the Closing;
(c) that from the date hereof to the Closing no change, event, or
circumstance has occurred which materially adversely affects the
Business or the Assets or the prospects, operation, or condition of
the Business or the Assets, or which, in the reasonable opinion of
the Purchaser, significantly reduces the value of the Business or
the Assets;
(d) that from the date hereof to the Closing there has not been any
substantial loss, damage, or destruction, whether or not covered by
insurance, to any of the Business or Assets; and
(e) no action, suit or proceeding shall have been commenced or shall be
pending or threatened against the Seller;
(f) the Purchaser shall have received approval of the board of directors
of the Purchaser and any required approvals or notices of acceptance
or consent from governmental and regulatory authorities, including
without limitation any applicable securities regulatory authorities;
and
These conditions are for the exclusive benefit of the Purchaser and may be
waived in whole or in part by the Purchaser in writing at any time.
13.2 The obligation of the Seller to consummate the transactions contemplated by
this Agreement is subject to the fulfillment of each of the following conditions
precedent at the times stipulated:
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(a) that the representations and warranties of the Purchaser contained
herein are true and correct on and as of the Closing Date except as
may be disclosed in writing to, and approved by, the Seller; and
(b) that all covenants, agreements, and obligations hereunder on the
part of the Purchaser to be performed or complied with at or before
the Closing, including in particular the Purchaser's obligation to
deliver the documents and instruments herein provided for, have been
performed and complied with as at the Closing.
These conditions are for the exclusive benefit of the Seller and may be waived
in whole or in part by the Seller in writing at any time.
14.0 TRANSACTIONS OF THE SELLER AT THE CLOSING
14.1 At the Closing the Seller will execute and deliver or cause to be executed
and delivered all documents of transfer and assignment, conveyances, bills of
sale, transfers, assignments, agreements, certificates, documents, and
instruments as may be necessary to effectively vest good and marketable title to
the Business and the Assets in the Purchaser, free and clear of any liens,
charges, and encumbrances, except as may be otherwise specifically provided
herein, and without limiting the foregoing will execute and deliver or cause to
be executed and delivered:
(a) a general conveyance and physical delivery of the Business and the
Assets;
(b) all consents, approvals, releases, and discharges as may be required
to effect the transactions contemplated hereby;
(c) a true executed copy of a resolution of the directors of the Seller
duly passed authorizing the execution and delivery of this Agreement
and the completion of the transactions contemplated hereby;
(d) a true executed copy of a resolution of the shareholders of the
Seller duly passed authorizing and approving the sale of the
Business and the Assets as contemplated hereby, or an opinion of
legal counsel, in form and substance acceptable to the Purchaser,
acting reasonably, to the effect that such a resolution is not
required for the Seller to perform its obligations hereunder and to
convey title to the Business and Assets to the Purchaser;
(e) a certificate of the secretary of the Seller dated the Closing Date,
acceptable in form and content to the Purchaser, certifying that the
conditions set out in Section 13.1 have been satisfied;
(f) unless specifically waived by the Purchaser at Closing, a favorable
legal opinion of legal counsel to the Seller, in form satisfactory
to the Purchaser, that all necessary steps and corporate proceedings
have been taken by the Seller to permit the sale of the Business and
the Assets as contemplated hereby, that this Agreement and all
documents and instruments delivered pursuant hereto have been duly
and validly authorized, executed, and delivered by the Seller and
will constitute valid and legally binding obligations of the Seller,
and confirming such other matters as the Purchaser may reasonably
require; and
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(g) all such other documents and instruments as the Purchaser may, on
advice from its legal counsel, reasonably require to give effect to
the transactions contemplated hereby.
15.0 TRANSACTIONS OF THE PURCHASER AT THE CLOSING
15.1 At the Closing the Purchaser will deliver or cause to be delivered:
(a) a true and executed copy of a resolution of the board of directors
of the Purchaser duly passed authorizing the execution and delivery
of this Agreement and the completion of the transactions
contemplated hereby;
(b) a true and executed copy approved by the board of directors of the
Purchaser dated the Closing Date, acceptable in form and content to
legal counsel of the Seller, certifying that the conditions
precedent set out in Section 13.2 have been satisfied;
(c) common stock certificates issued by the Purchaser to the Seller
and/or the Seller's designee(s) representing 13,000,000 Shares of
the common stock of the Purchaser, par value $.0001 per share;
(d) delivery of the Note representing the Indebtedness;
(e) all such other documents and instruments as the Seller or its legal
counsel may reasonably require to give effect to the transactions
contemplated hereby.
17.0 GENERAL PROVISIONS
17.1 The Seller warrants to the Purchaser that no agent or other intermediary
has been engaged by the Seller in connection with the purchase and sale herein
contemplated.
17.2 Time is of the essence of this Agreement and all transactions contemplated
hereby.
17.3 The parties will execute and deliver all such further documents and
instruments and do all such further acts and things as may be required to carry
out the full intent and meaning of this Agreement and to effect the transactions
contemplated hereby.
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17.4 This Agreement may not be assigned by either party without the prior
written consent of the other party.
17.5 This Agreement will endure to the benefit of and be binding upon the
parties hereto and their respective successors and permitted assigns.
17.6 This Agreement may be executed in several counterparts, each of which will
be deemed to be an original and all of which will together constitute one
instrument.
17.7 Any notice required or permitted to be given under this Agreement will be
in writing and may be given by personal service or by telex or telecopy, and
addressed to the proper party at the address stated below:
(a) if to the Seller:
3235 Omni Dr., Cincinnati, OH 45245
(b) if to the Purchaser: 105 N. Falkenburg, Suite B., Tampa, FL 33619
17.8 The Schedules attached are incorporated into this Agreement and form a part
hereof. All terms defined in the body of this Agreement will have the same
meaning in the Schedules.
17.9 This Agreement is dated for reference February 7, 2005 and will become
binding as of the date of execution and delivery by all parties.
17.10 The terms "this Agreement", "hereof", "herein", "hereby", "hereto", and
similar terms refer to this Agreement and not to any particular section,
paragraph, or other part of this Agreement. References to particular sections or
subsections are to sections or subsections of this Agreement unless another
document is specified.
17.11 The headings appearing in this Agreement are for convenience of reference
only and in no way define, limit, or enlarge the scope or meaning of the
provisions of this Agreement.
17.12 This Agreement will be governed by and construed in accordance with the
laws of Ohio.
IN WITNESS WHEREOF the parties have executed and delivered this Agreement
as of the day and year first above written.
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RESOLVE STAFFING, INC.
/s/ Ronald Heineman
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Ron Heineman, CEO
ELS, INC.
/s. Ronald Heineman
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Ron Heineman, CEO
15
LIST OF SCHEDULES
Schedule "A"................................................... List of Assets
1