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Sample Business Contracts

Asset Purchase Agreement - DCP Ltd. and Make Your Move Inc.

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                            ASSET PURCHASE AGREEMENT


PURCHASE AGREEMENT by and between DCP Limited (a Nevada Limited Liability Corp.)
(hereinafter   sometimes   referred  to  as   "Seller")   and  Make  Your  Move,
Inc.(hereinafter sometimes referred to as "Buyer").

WHEREAS,  the  management  of Seller and Buyer deem it advisable  for the mutual
benefit  of Seller  and Buyer and their  respective  shareholders  that  certain
assets of Seller be acquired  by Buyer (the  "Acquisition"),  and have  approved
this Purchase Agreement and Plan of Acquisition (the "Agreement");

NOW  THEREFORE,   in   consideration  of  the  mutual   covenants,   agreements,
representations and warranties  contained herein, and for the purpose of setting
forth  certain  terms  and  conditions  of the  Acquisition,  and the  method of
carrying the same into effect, Seller and Buyer agree as follows:

                                    ARTICLE 1
                                   ACQUISITION

1.   Agreement  to Buy and Sell.  Seller  agrees to sell and Buyer agrees to buy
     the assets listed in Schedule A attached and made part of this agreement.

2.   The purchase  price shall be paid by issuing 10,000 shares of Buyers common
     stock to Seller as payment in full.

3.   The purchase price shall be distributed  to the  shareholders  of Seller as
     follows:

Rick Gillespie         1,700 shares
Luther Mack              500 shares
Leslie O'Neal            500 shares
Henry Rolling          6,800 shares
Kristin Rolling          500 shares

Total shares          10,000

4. The sale shall be effective June 30, 2001.

                                    ARTICLE 2
                     REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer, represents and warrants to, and agrees with Seller as follows:

1.   Organization  and Good Standing.  Buyer is a duly  incorporated and validly
     existing  corporation in good standing  under the laws of Nevada,  with all
     requisite  power and authority  (corporate and other) to own its properties
     and conduct business.

2.   Authorization;  Binding  Agreement.  Buyer  has  the  requisite  power  and
     authority  to  execute  and  deliver  this  Agreement  and to carry out the
     transactions  contemplated hereby. This Agreement has been duly and validly
     authorized,  executed and  delivered by Buyer and  constitutes  a valid and
     binding agreement of Buyer in accordance with its terms.

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<PAGE>

3.   Litigation.   As  of  the  date  hereof,  there  are  no  claims,  actions,
     proceedings,  or investigations pending or, to the best knowledge of Buyer,
     threatened  against Buyer or to the best of Buyer's  knowledge,  pending or
     threatened   against  any  subsidiary   company,   partnership,   employee,
     consultant,  director,  officer or  shareholder,  in his or its capacity as
     such,  before any court or  governmental  or  regulatory  authority or body
     which,  if decided  adversely,  could  materially and adversely  affect the
     financial  condition,  business,  prospects or  operations  of Buyer or its
     subsidiaries or  partnership(s).  As of the date hereof,  neither Buyer nor
     any of its  property  is  subject  to any order,  judgment,  injunction  or
     decree,  which  materially and adversely  affects the financial  condition,
     business, prospects or operations of Buyer.

                                    ARTICLE 3
              REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF SELLER

Seller represents and warrants to and agrees with Buyer as follows:

1.   Organization and Good Standing.  Seller is a duly  incorporated and validly
     existing  corporation in good standing  under the laws of Nevada,  with all
     requisite  power and authority  (corporate or other) to own its  properties
     and conduct its businesses.

2.   Authorization;  Binding Agreement. Seller has the requisite corporate power
     and  authority to execute and deliver this  Agreement.  This  Agreement has
     been duly and validly  authorized,  executed  and  delivered  by Seller and
     constitutes a valid and binding  agreement of Seller in accordance with its
     terms.

3.   Litigation.   As  of  the  date  hereof,  there  are  no  claims,  actions,
     proceedings, or investigations pending or, to the best knowledge of Seller,
     threatened against Seller or to the best of Seller's knowledge,  pending or
     threatened   against  any  subsidiary   company,   partnership,   employee,
     consultant,  director,  officer or  shareholder,  in his or its capacity as
     such,  before any court or  governmental  or  regulatory  authority or body
     which,  if decided  adversely,  could  materially and adversely  affect the
     financial  condition,  business,  prospects or  operations of Seller or its
     subsidiaries or partnership(s).  As of the date hereof,  neither Seller nor
     any of its  property  is  subject  to any order,  judgment,  injunction  or
     decree,  which  materially and adversely  affects the financial  condition,
     business, prospects or operations of Seller.

4.   Clear Title.  Seller  warrants that it owns the equipment  free of loans or
     liens.  Seller  further  warrants  that it has the legal  right to sell the
     equipment listed in Schedule A free of all liens and encumbrances.

                                    ARTICLE 4
                               GENERAL AGREEMENTS

1.   Cooperation.  Each of the parties hereto shall  cooperate with the other in
     every reasonable way in carrying out the transactions  contemplated herein,
     and in delivering all documents and instruments deemed reasonably necessary
     or useful by counsel for any party hereto.

2.   Costs.  All costs and expenses  incurred in connection  with this Agreement
     and the transactions  contemplated  hereby shall be the sole responsibility
     of Buyer, except as stated in Schedule A.

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<PAGE>

3.   Survival  of  Representations  and  Warranties.   All  representations  and
     warranties in this Agreement or in any instrument or certificate  delivered
     pursuant  to this  Agreement  delivered  prior to the  Closing  Date  shall
     survive the consummation of the Acquisition.

4.   Notices. All notices and other communications hereunder shall be in writing
     and shall be deemed to have been  duly  given if  delivered  by  messenger,
     transmitted  by fax or telegram or mailed by registered or certified  mail,
     postage prepaid, as follows

    (a)  If to Seller, to:   DCP Limited
                             321 Broadway Blvd.
                             Reno, NV 89502

    (b)  If to Buyer, to:    Make Your Move, Inc.
                             P.O. Box 11557
                             Reno, NV 89510-1557

The  date of any such  notice  shall be the  date  hand-delivered  or  otherwise
transmitted or mailed.

5.   Amendment. This Agreement (including the documents and instruments referred
     to herein or therein) (a) constitutes  the entire  agreement and supersedes
     all other  prior  agreements  and  understandings,  both  written and oral,
     between the parties with respect to the subject matter  hereof,  (b) is not
     intended to confer upon any other person any rights or remedies  hereunder,
     and (c)  shall not be  assigned  by  operation  of law or  otherwise.  This
     Agreement  may be  amended  or  modified  in whole or in part to the extent
     permitted by Nevada law at any time, by an agreement in writing executed to
     do so by the Board of Directors of Seller and Buyer.

6.   Waiver.  At any time prior to the Closing Date,  the parties hereto may (a)
     extend the time for the performance of any of the obligations or other acts
     of  the  other  parties   hereto,   (b)  waive  any   inaccuracies  in  the
     representation and warranties contained herein or in any document delivered
     pursuant  hereto,  and (c) waive  compliance  with any of the agreements or
     conditions contained herein. Any agreement on the part of a party hereto to
     any such  extension or waiver shall be valid if set forth in an  instrument
     in writing or waiver signed on behalf of such party.

7.   Brokers.  Seller and Buyer represent and warrant that no broker,  finder or
     investment  banker is entitled to any  brokerage,  finder's or other fee or
     commission in connection with this transaction.

8.   Publicity. So long as this Agreement is in effect, the parties hereto shall
     not  issue  or  cause  the  publication  of  any  press  release  or  other
     announcement  with  respect to this  Agreement  without  the consent of the
     other party,  which consent shall not be  unreasonably  withheld or delayed
     where such release or announcement is required by applicable law.

9.   Headings.  The  headings  contained  in this  Agreement  are for  reference
     purposes only and shall not affect in any way the meaning or interpretation
     of this Agreement.

10.  Successors and Assigns.  This Agreement  shall be binding upon and inure to
     the benefit of and is enforceable by the respective  successors and assigns
     of the parties hereto.

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<PAGE>

11.  Governing  Law.  This  Agreement  shall be  governed  by and  construed  in
     accordance with the laws of the State of Nevada.

IN WITNESS  WHEREOF,  the parties  have  executed  this  Agreement by their duly
authorized officers as of the 30th day of June, 2001.

                                                    BUYER:  Make Your Move, Inc.


                                            By:_/s/ Henry L. Rolling
                                                --------------------------------
                                                    Henry L. Rolling, President


                                                     SELLER:  DCP Limited
                                                     By 100% of the shareholders

/s/ Rick Gillespie
-----------------------
    Rick Gillespie

/s/ Luther Mack                                           /s/ Leslie O'Neal
-----------------------                                   ----------------------
Luther Mack                                                   Leslie O'Neal

/s/ Henry L. Rolling                                      /s/ Kristin Rolling
-----------------------                                   ----------------------
Henry L. Rolling                                              Kristin Rolling


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