Asset Purchase Agreement (Page 2 of 8) in pdf

Payment of Purchase Price.

Buyer shall deliver to Seller by certified or bank check, $16,500.

Assumption of Liabilities.

At Closing Buyer shall assume and agree to pay, discharge or perform as appropriate

only the following liabilities and obligations (the "Assumed Liabilities"):

All obligations with respect to the Premises arising on or after Closing;

All obligations under customer purchase orders;

All leases of personal property and equipment, and contracts or

agreements with vendors providing services to the Business after the Closing

Date;

All obligations under the certain Consulting Agreement between

[Seller], Inc.

and Robert Angus, Sr., dated March _____, 1997; and

All obligations with respect to the factored accounts receivable of

[Seller], Inc.

Except for the Assumed Liabilities, Buyer is not assuming, nor shall it in any way be

liable or responsible for, any liabilities, obligations or debts of Seller, whether accrued,

absolute, contingent or otherwise, arising before or after the Closing.

Seller's Auction.

Buyer acknowledges that after execution of this Agreement, Seller shall advertise to

the public in such manner as Seller in his sole discretion deems appropriate, that the

Purchased Assets are for sale and: (i) will be sold to the highest and best bidder at a

publicly advertised auction to be conducted by Seller by publication in the Sunday

edition of the Chicago Tribune no later than March ____, 1997.

In connection

therewith, the Purchased Assets and copies of this Agreement shall be available for

examination by other prospective Buyers or interested parties prior to the Auction at

such time or times as Seller in his sole discretion deems appropriate. Buyer shall be

entitled to submit bids at the Auction in the event that an offer that is higher and better

than the Purchase Price is received by Seller.

Covenants of Seller.

Seller hereby covenants and agrees with Buyer that:

Until the Closing Seller shall use its best efforts to maintain its current

relationships with suppliers, customers and others having business relations

with Seller in connection with the Purchased Assets.

Until the Closing, except as may be first approved in writing by Buyer

or as is otherwise permitted or contemplated by this Agreement, Seller shall

conduct its business and all transactions with respect to the Purchased Assets,

Asset Purchase Agreement Page 2