AMENDED PURCHASE AGREEMENT
THIS AMENDED AGREEMENT is hereby made and entered into this 9th day of
December, 2005.
AMONG:
EMPLOYEE LEASING SERVICES, INC., 3235 Omni Dr., Cincinnati, OH 45245
(the "Seller" or "ELS");
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");
B. The Seller and Purchaser originally entered into an Asset Purchase
Agreement on February 7, 2005 ("Asset Purchase Agreement") that provided
for the sale and purchase of certain of the assets and liabilities of the
Business, but that the parties now desire to amend the terms of the Asset
Purchase Agreement, with retroactive effect back to February 7, 2005; and
C. The Seller has agreed to sell to the Purchaser and the Purchaser has
agreed to purchase from the Seller certain segments of the Business of the
Seller on the amended 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, effective as of
February 7, 2005, the date of the Asset Purchase Agreement,
(hereinafter defined as the "Closing Date") 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 of the outstanding shares of the capital stock or
outstanding membership interests of the Business (collectively, the
"Equity Interests"), which are described in more
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detail in Schedule "A" to this Agreement, which is hereby
incorporated herein by reference.
2.0 PURCHASE PRICE
2.1 The purchase price, or consideration payable by the Purchaser to the
Seller for the Business and the Equity Interests (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.
3.0 ALLOCATION OF PURCHASE PRICE
3.1 The Purchase Price will be allocated among the Equity Interests 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:
(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
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5.1 The completion of the amended agreement and the transactions contemplated
hereby (the "Closing") will take place as of the date hereof, but shall be
deemed to be effective retroactively as of 5:00 p.m. local time on the 7th day
of February, 2005 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 as strictly
confidential and will not disclose or communicate or cause to be disclosed or
communicated non-public aspects of the Business 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 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.
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 aspect of the Business;
or
(b) permit the use or other exploitation of any Business assets 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.
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 assume and pay the outstanding indebtedness of the
Seller's Business, which indebtedness will be incorporated into the form and
amount of the 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
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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 Business.
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 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,
(ii) give any person the right to terminate or cancel any
contract, agreement, instrument, covenant, mortgage
or security in favor of the Seller,
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(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;
(g) the Seller owns and possesses and has good and marketable
title to the Business and the Equity Interests free and clear
of all liens, charges, and encumbrances of every kind and
nature whatsoever;
(h) 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 Equity
Interests;
(k) the Seller has previously disclosed to the Purchaser all
contracts, engagements and commitments, whether oral or
written, relating to the Business or the Equity Interests,
including in particular contracts, engagements, and
commitments;
(l) the Seller has previously provided to the Purchaser an
accurate and complete description of all material information
relating to the Business 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 any contracts, engagements,
or commitments of the Business;
(ii) there has not been any amendment, modification,
variation, surrender, or release of any contracts,
engagements, and commitments of the Business; and
(iii) all contracts, engagements, and commitments of the
Business are in good standing and in full force and
effect;
(m) 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;
(n) 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;
(o) 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
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affecting the Seller, the Business or the Equity Interests; 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 the
Business or the Equity Interests, either at law or in equity,
or the Seller' ability to dispose of the Business and the
Equity Interests 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 Equity
Interests;
(p) 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 Equity Interests, which, if known to the
Purchaser, might reasonably be expected to deter the Purchaser
from completing the transactions contemplated by this
Agreement;
(q) 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 Equity
Interests;
(r) 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 Equity Interests
as at the date of this Agreement and as of the Closing Date;
(s) 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 Equity Interests have been accurately recorded in such
books and records;
(t) since the date of the most recent financial statements of the
Seller provided to the Purchaser, there has not been:
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(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 ownership of the Seller to the Business and the
Equity Interests.
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.
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:
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(a) 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;
(b) conduct the Business diligently and only in the ordinary course,
keep the Business and the Equity Interests 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;
(c) afford the Purchaser and its authorized representatives full access
during normal business hours to the Business, the assets and
material contracts of the Business 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
(d) 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
Equity Interests 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;
(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; and
(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
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regulatory claim that may be made against the Purchaser or the
Purchaser's agents as described aforesaid;
(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 Equity Interests 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.
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
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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.
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;
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(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 Equity Interests or the prospects, operation, or
condition of the Business or the Equity Interests, or which, in the
reasonable opinion of the Purchaser, significantly reduces the value
of the Business or the Equity Interests;
(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 the Equity Interests; 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:
(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
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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 Equity Interests 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 Equity Interests;
(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 Equity
Interests 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
Equity Interests 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 Equity
Interests 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
(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
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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.
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.
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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 December ___, 2005 and is made
effective retroactively as of February 7, 2005 and will become binding as of the
date of execution and delivery by all parties. The terms and provisions
contained in this Agreement shall amend and supercede the Asset Purchase
Agreement executed by the Purchaser and Seller as of February 7, 2005.
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.
RESOLVE STAFFING, INC.
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Ron Heineman, CEO
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EMPLOYEE LEASING SERVICES, INC.
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Ron Heineman, CEO
LIST OF SCHEDULES
Schedule "A"........................................... List of Equity Interests
1. 985,500 shares of common stock , par value $.01 per share of Five
Star Staffing, Inc.
2. 1,000 shares of common stock, par value $.01 per share of Five Star
Staffing (New York), Inc.,
3. 100% of the issued and outstanding membership interests of American Staffing
Resources, Ltd., and
4. 100% of the issued and outstanding membership interests of ELS Personnel
Services, LLC.
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