<SEQUENCE>8

<FILENAME>exh46.txt

<DESCRIPTION>MARK ANDRE PURCHASEE AGREEMENT

<TEXT>



                            ASSET PURCHASE AGREEMENT



     THIS ASSET PURCHASE AGREEMENT ("Agreement") is entered into as of this

_____ day of ____________ 20__, by and between Mark Andre ("Seller"), and Aptus,

Corp., a Delaware corporation ("Buyer"). Buyer and Seller are referred to

collectively herein as the "Parties."



                                    RECITALS



     WHEREAS, Buyer's core business includes Software Solutions and proprietary

technology; and



     WHEREAS, Buyer desires to purchase from Seller source code and computer

hardware ("Assets"); and



     WHEREAS, subject to the terms and conditions contained in this Agreement,

Seller desires to sell to Buyer, and Buyer agrees to purchase from Seller, the

Assets.



     NOW, THEREFORE, in consideration of the mutual covenants, representations,

and warranties set forth in this Agreement, the parties agree as follows:



1. DEFINITIONS.



     "Assets" are defined and set forth in Exhibit A.



     "Buyer" has the meaning set forth in the preface above.



     "Closing" has the meaning set forth in section 2(c) below.



     "Closing Date" has the meaning set forth in section 2(c) below.



     "Code" means the Internal Revenue Code of 1986, as amended.



     "Disclosure Schedule" has the meaning set forth in section 3 below.



     "Knowledge" means actual current knowledge after reasonable investigation.



     "Liability" means any liability (whether known or unknown, whether asserted

or unasserted, whether absolute or contingent, whether accrued or un-accrued,

whether liquidated or un-liquidated, and whether due or to become due),

including any liability for Taxes.



     "Ordinary Course of Business" means the ordinary course of business

consistent with past custom and practice (including with respect to quantity and

frequency).



     "Party" has the meaning set forth in the preface above.



     "Person" means an individual, a partnership, a corporation, an association,

a joint stock company, a trust, a joint venture, an unincorporated organization,

or a governmental entity (or any department, agency, or political subdivision

thereof).



     "Post Closing Obligations" has the meaning set forth in section 8 below.



     "Purchase Price" has the meaning set forth in section 2(b) below.



     "Security Interest" means any mortgage, pledge, lien, encumbrance, charge,

or other security interest, other than (a) mechanic's, materialmen's, and

similar liens, (b) liens for Taxes not yet due and payable [or for Taxes that

the taxpayer is contesting in good faith through appropriate proceedings], (c)

purchase money liens and liens securing rental payments under capital lease

arrangements, and (d) other liens arising in the Ordinary Course of Business and

not incurred in connection with the borrowing of money.



     "Seller" has the meaning set forth in the preface above.



     "Tax" means any federal, state, local, or foreign income, gross receipts,

license, payroll, employment, excise, severance, stamp, occupation, premium,

windfall profits, environmental (including taxes under Code section 59A),

customs duties, capital stock, franchise, profits, withholding, social security

(or similar), unemployment, disability, real property, personal property, sales,

use, transfer, registration, value added, alternative or add-on minimum,

estimated, or other tax of any kind whatsoever, including any interest, penalty,

or addition thereto, whether disputed or not.



2. BASIC TRANSACTION.



     (a) Purchase and Sale of Assets. On and subject to the terms and conditions

of this Agreement and the purchase money security interest retained by Seller as

evidenced by the security agreement hereafter described, Buyer agrees to

purchase from Seller, and Seller agrees to sell, transfer, convey, and deliver

to Buyer, all of the Assets at the Closing for the consideration specified below

in this section 2.



     (b) Purchase Price. At Closing, which shall occur on or before January 31,

2004, unless extended, Buyer shall pay as follows:

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC