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Asset Purchase Agreement

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Title:

Asset Purchase Agreement

Entities:

eRoomSystem Technologies Inc.; Identica Holdings Corp

Date:

2006

Size:

28KB total

Price:

$38

ID:

#2537914

► Purchase & Sale ► Purchase ► Asset Purchase Agreements
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American Biometrics and Security, Inc.

Identica Corp.

ASSET PURCHASE AGREEMENT

This Agreement entered into this the 25 day of April, 2005 by American Biometrics and Security, Inc., a Florida corporation (hereinafter "Seller"), and Identica Corp., an Ontario, Canada corporation (hereinafter "Buyer").

WHEREAS, Seller operates a business engaged primarily in the selling of security devices; and

WHEREAS, Seller owns equipment, inventory, contract rights, and miscellaneous assets used in connection with the operations of its business; and

WHEREAS, Buyer desires to acquire substantially all of the assets used or useful, or intended to be used in the operation of Sellers business and Seller desires to sell such assets to Buyer; and

WHEREAS, all monies referenced and described herein are expressed as United States Currency; and

WHEREAS, the Selling Shareholder is the sole shareholder of Seller;

NOW, THEREFORE, in consideration of mutual covenants contained herein and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

SECTION 1. ASSETS PURCHASED; LIABILITIES ASSUMED

1.1

ASSETS PURCHASED. Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller, on the terms and conditions set forth in this Agreement the following assets ("Assets"):

1.1.1

All right title and interest in the exclusive distribution agreement dated September 20, 2004 between Seller and TechSphere Co., Ltd., of Seoul, Korea;

Initial(s) ___________ Initial(s) ___________

Page 1 of 16

American Biometrics and Security, Inc.

Identica Corp.

1.1.2

All inventories and supplies as listed in Schedule A owned by Seller together with any replacements or additions to the inventories made prior to the closing date, but excluding inventory disposed of in the ordinary course of Seller's business;

1.1.3

Sellers Accounts Receivable;

1.1.4

Seller's goodwill;

1.1.5

Sellers Customer Lists;

1.1.6

Sellers Pending Orders at the time of Closing;

1.1.7

All rights contained in Sellers resellers agreements Listed in Schedule B.

1.2

NO ASSUMPTION OF LIABILITIES. Buyer shall not be responsible for any unfilled orders from customers of Seller nor shall Buyer assume responsibility for payment of other obligations of Seller, including but not limited to, Seller's obligations under any lease, contract or account except for: (1) the Shareholders Loan with regards to a refundable deposit between Seller and TechSphere of Korea in the amount of one hundred and twenty thousand (120,000) dollars and agreed to refundable expenses of ten (10) thousand dollars both payable by Seller to Mr. David Clayden; (2) any liabilities relating to Sellers resellers agreements listed in Schedule B; and, (3) any additional assumed liabilities listed in Schedule C.

SECTION 2. EXCLUDED ASSETS

Excluded from this sale and purchase are Seller's cash, notes receivable, prepaid accounts and any and all other assets except those listed in Schedule "A".

Initial(s) ___________ Initial(s) ___________

Page 2 of 16

American Biometrics and Security, Inc.

Identica Corp.

SECTION 3. PURCHASE PRICE FOR ASSETS

The purchase price for the assets shall be forty (40) percent of the fully diluted shares of Identica Corp. (Shares) and repayment of Sellers debt to David Clayden per Section 4 below.

SECTION 4. PAYMENT OF PURCHASE PRICE

The price for the Assets shall be paid as follows:

4.1

Upon closing, forty (40) percent of the Shares of Seller and the sum of forty thousand (40,000) dollars;

4.2

Within ninety (90) days of closing, Buyer shall pay to Seller a further sum of thirty thousand (30,000) dollars;

4.3

Within ninety (90) days following the payment made in paragraph 4.2 above, Buyer shall pay to Seller an additional sum of thirty thousand (30,000) dollars;

4.4

Within ninety (90) days following the payment made in paragraph 4.3 above, Buyer shall pay to Seller the final sum of thirty thousand (30,000) dollars;

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