<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-KSB/A
(Mark One)
[X] Annual report under Section 13 or 15(d) of the Securities Exchange Act of
1934 (Fee required)
for the fiscal year ended December 31, 1997.
[_] Transition report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 (No fee required)
for the transition period from _________________ to ___________________
Commission file number 0-27132
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Terrace Holdings, Inc.
---------------------------------------------------------------
(Name of Small Business Issuer in Its Charter)
Delaware 65-0594270
- ------------------------------------ -------------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1325 N.W. 22nd Street, Pompano Beach, Florida 33069
- ---------------------------------------------- -------------------------
(Address of Principal Executive Office) (Zip Code)
(954) 917-7272
------------------------------------------------
(Issuer's Telephone Number, Including Area Code)
Securities registered under Section 12(b) of the Exchange Act:
Name of Each Exchange
Title of Each Class on Which Registered
- -------------------------------------- --------------------------------------
_____________________________________ _____________________________________
_____________________________________ _____________________________________
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $.001 par value
- -----------------------------------------------------------------------
(Title of Class)
Redeemable Common Stock Purchase Warrants
- --------------------------------------------------------------------------------
(Title of Class)
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for past 90 days.
Yes X No
------ ------
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]
Issuer's revenues for its most recent fiscal year. $8,929,464.
Aggregate market value of the voting stock held by non-affiliates computed
by reference to the price of which the stock was sold, or the average bid and
asked prices of such, as of a specified date within the past 60 days.
The aggregate market value on April 13, 1998: $8,389,207.
<PAGE>
As of December 31, 1997, the total number of shares of common stock
outstanding: 5,006,400.
This is page 1 of ________ sequentially numbered pages.
Item 13 - Exhibits and Reports on Form 8-K
- ------------------------------------------
(a) Exhibits
(10) Material Contracts
-----------------------
The following Material Contracts are supplemented to the Registrant's form
10-KSB and filed herewith:
10.7 Sale of Assets Agreement, dated September 1, 1997, between Terrace
Holdings, Inc. and Dry Dock Distributors, Inc. d/b/a Bay Purveyors
Terrace Holdings, Inc. 1997 Stock Option Plan
10.12 Asset Purchase Agreement, dated December 31, 1997, between D.M.S.
Food Distributors, Inc. (Gourmet Distributors) and the Registrant
10.13 Form of Contract for Sale of Business between The Lasko Family
Companies, Inc. and Steven Newman, relating to the Terrace Oceanside
Restaurant
<PAGE>
SIGNATURES
In accordance with Section 13 of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
TERRACE HOLDINGS, INC.
- --------------------------------------------------------------------------------
Registrant
By: /s/ Samuel H. Lasko, President
- --------------------------------------------------------------------------------
Samuel H. Lasko, President
Date: April 24, 1998
- --------------------------------------------------------------------------------
In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the Registrant and in the capacities and on
the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ Samuel H. Lasko President and Director April 24, 1998
- -------------------
Samuel H. Lasko
/s/ Jonathan S. Lasko Executive Vice-President, April 24, 1998
- --------------------- Secretary, Chief Operating
Jonathan S. Lasko Officer, Principal Financial
Officer and Director
/s/ Bruce S. Phillips Director April 24, 1998
- ---------------------
Bruce S. Phillips
Director April__, 1998
- -------------------
Richard Power
Director, Principal Executive April__, 1998
- ------------------- Officer
Steven Shulman
/s/ Fred A. Siegel Director April 27, 1998
- -------------------
Fred Siegel
Director April__, 1998
- -----------------------
Bernard Rubin, M.D.
/s/ Mario Jacobs Principal Accounting Officer April 24, 1998
- -------------------
Mario Jacobs
<PAGE>
SALE OF ASSETS AGREEMENT
This Agreement dates as of the 1 day of September, 1997, between DRY DOCK
DISTRIBUTORS, INC., a Florida corporation, d/b/a Bay Purveyors ("Seller") and
TERRACE HOLDINGS, INC., a Delaware corporation or its designee ("Purchaser").
WITNESSETH:
Whereas, the parties hereto desire that assets of Seller be sold to
Purchaser and that certain liabilities of Seller be assumed by Purchaser
pursuant to this Agreement on the date and at the time provided for herein (the
"Closing Date"); and
Whereas, the parties hereto desire to set forth certain representations,
warranties and covenant made by each to the other as an inducement to the
consummation of the sale and certain additional agreements related to the sale.
Now, Therefore, in consideration of the premises and of the mutual
representations, warranties and covenants herein contained, the parties hereby
agree as follows:
Article I
SALE
(S)1.1 Purchase and Sale
Subject to the terms and conditions herein on September ___, 1997, at
1:00 p.m. or at such other time and place as shall be agreed upon by the parties
in writing (the "Closing Date") at the offices of the Purchaser in Fort
Lauderdale, Florida, the following sale shall take place.
(S)1.2 Sale of Assets and Assumption of Liabilities
The Seller shall sell all of its assets as of the Closing Date for a
total price to be paid to Seller equal to the aggregate of the Non-Assumed
Liabilities (the "Cash Purchase Price") as defined in (S)1.3 of this agreement,
and except for the Non-Assumed Liabilities, Purchaser shall assume all of the
liabilities of Seller as such liabilities shall exist on the Closing Date. All
of such liabilities as of September 1, 1997 are listed on schedule 1.2.
(S)1.3 Liabilities Not Assumed
Purchaser shall not and does not assume the liability and obligation of
Seller for the following loans plus accrued
<PAGE>
2
interest thereon (the "Non-Assumed Liabilities"): Loans from officers of Seller
in the principal amount of $90,000, loans from Classics III, Inc. in the
principal amount of $20,000, and revolving line of credit from Commercial Bank
of Florida in the principal amount of $200,000, all of which are set forth on
schedule 1.3 with the respective interest rates and estimated accrued interest
as of September 1, 1997. Seller shall promptly satisfy the Non-Assumed
Liabilities out of the proceeds of sale and indemnify and hold Purchaser
harmless from and against such obligations and liabilities.
(S)1.4 Partial Guaranty of Accounts Receivable.
Seller shall indemnity and hold Purchaser harmless for any accounts
receivable purchased on the Closing Date which are not collectible 120 days
following the Closing Date; provided, however, such indemnification shall not
apply to the first $10,000 of any third party uncollectible accounts receivable.
Purchaser shall assign to Seller its interest in such uncollectible accounts
receivable in excess of $10,000 in consideration of the indemnity payment.
(S)1.5 Closing Documents
At the closing the Seller shall tender to Purchaser the following fully
executed documents to the Purchaser:
(a) A bill of sale for all fixtures, equipment, inventory and accounts
receivable in the form attached as Exhibit A.
(b) All documents necessary to transfer the cash type assets.
(c) In the event Purchaser's lender requires a landlord agreement to
secure the priority of its lien on personalty, Seller shall use its best efforts
to obtain such agreement from the landlord of the warehouse premises referred to
in (S)1.8 including an assignment of lease or sublet agreement in connection
therewith.
(d) Notice that there are no federal or state tax liens on its equipment
or fixtures or any of the other property conveyed by this Agreement as of the
Closing Date.
(e) Notice that, except for the financing statement filed by Commercial
Bank of Florida securing a credit line in the approximate amount of $200,000,
there are no financing statements or other liens or other claims recorded or
noticed pertaining to said property conveyed by this Agreement as of the Closing
Date.
<PAGE>
3
(S) 1.6 Purchase Price and Terms
At the closing the Purchaser shall deliver its bank or cashier's check or
wire transfer funds in the amount of the Cash Purchase Price.
(S) 1.7 Assignment of Name
Seller assigns to Purchaser on the Closing Date all of its right to use the
name "Bay Purveyors" and all derivatives and permutations thereof. Immediately
subsequent to the Closing Date, Seller shall cease to use or employ the name
"Bay Purveyors" and all derivatives and permutations thereof.
(S) 1.8 Lease of Warehouse
The parties hereto acknowledge that Seller's lease of its warehouse and
offices at 2177 N.W. 8/th/ Avenue, Miami, Florida is on a month to month tenancy
with a ninety day notice requirement to terminate the lease. The parties shall
cooperate and do all reasonable things necessary to allow operation of the
business to continue at such location for as long as Purchaser requires.
Purchaser shall indemnify and hold Seller harmless from any and all liabilities
arising out of said lease subsequent to the Closing Date including without
limitation any rent owed to landlord as the result of failing to provide ninety
days termination notice to landlord and any utility cost or service contract
including but not limited to the contract for the alarm system and maintenance
of the refrigeration equipment. Seller shall indemnify and hold Purchaser
harmless from any and all liabilities not listed on schedule 1.2 arising out of
said lease provided Seller had actual knowledge or should have known of such
liabilities and provided further that such liabilities were incurred on or
before the Closing Date.
(S) 1.9 Risk of Loss and Insurance Policies
Seller shall bear all risk of loss through and including the Closing Date.
Purchaser acknowledges that all insurance policies listed herein pursuant to
(S)2.1(b) of this Agreement are part of a master policy and are nonassignable
and Purchaser further acknowledges its responsibility to replace all insurance
policies following the Closing Date.
(S) 1.10 Services of Affiliates.
All obligations for services and supplies provided by Collins Fish &
Seafood, Inc. and other affiliates of Seller that are incurred in the ordinary
course of business subsequent to the Closing Date including without limitation
accounting services and truck rentals shall be promptly paid in the ordinary
course of business by Purchaser. Following written notification to Seller,
<PAGE>
4
the provision of such services and supplies may be terminable at will by
Purchaser without Purchaser incurring further obligation.
Article II
SELLER'S REPRESENTATIONS
(S)2.1 Representations and Warranties of Seller
Seller represents and warrants to Purchaser as of the date hereof and on
the Closing Date as follows (all representations and warranties being joint and
several):
(A) TITLE. To the best knowledge and belief of Seller, Seller has good and
marketable title to all assets and leasehold estates, real and personal, to be
transferred pursuant to this agreement subject to no mortgage, pledge, lien,
conditional sales agreement, encumbrance or charge except for:
(1) liens for current taxes and assessments not in default; and
(2) liens reflected on schedule 1.3 as securing specified liabilities
(with respect to which no default exists); and
(3) liens arising by operation of law of which, except to the extent
disclosed on schedule 2.1(a)(3), the Seller has no knowledge of any such liens
existing.
(B) INSURANCE. The Seller has delivered to Purchaser a list (schedule
2.1(b)), complete in all material respects, as of December 31, 1996 of all
insurance policies carried by Seller. Seller carries insurance, which it
believes to be adequate in character and amount, with reputable insurers in
respect of its properties, assets, and business and such insurance policies are
still in full force and effect.
(C) VIOLATIONS, SUITS, ETC. In all respects material to the business,
financial condition and properties of the Seller on a consolidated basis, Seller
is not in default under any law or regulation, or under any order of any court
or federal, state, municipal or other governmental department, commission,
board, bureau, agency or instrumentality wherever located, and, except to the
extent set forth on the schedule 2.1(a)(3), there are (1) no claims, actions,
suits or proceedings instituted or filed or, (2) to the knowledge of the Seller
there are no claims actions, suits or proceedings threatened presently or which
in the future may be threatened against or affecting Seller at law or in equity,
or before or by any federal, state, municipal or other governmental department,
commission, board, bureau, agency or instrumentality wherever located.
(D) TAX RETURNS. Seller has filed all requisite federal, state and other
tax returns due for all fiscal periods ended on or before December 31, 1996.
Except as set forth on schedule 1.2,
<PAGE>
5
there are not claims against Seller for federal, state or other taxes for any
period or periods to and including December 31, 1996. Except only as disclosed
on schedule 1.2, the amounts shown as provisions for taxes on the financial
statements of Seller as of December 31, 1996 delivered to Purchaser are
sufficient for the payment of all taxes of all kinds for all fiscal periods
ended on or before that date. Copies of the federal, state and local income tax
returns of Seller for its last three fiscal years have heretofore been furnished
to Purchaser.
(e) SALES TAX MATTERS. No sales by Seller constitute "retail sales" within
the meaning of (s) 212.02 of the Florida Revenue Act of 1949 and Seller as of
the Closing Date has no obligation to pay Florida sales taxes on its revenue.
(f) ACCOUNTS RECEIVABLE. With respect to the accounts receivable of Seller
as of the date hereof, there has not been any adverse change of which Seller has
been advised and to the knowledge of Seller all of such accounts receivable are
collectible in the ordinary course of business.
(g) THIRD PARTY CONSENTS. Except for the landlord of the warehouse
premises referred to in (s) 1.8, no other third party consents are necessary to
transfer the assets of Seller as contemplated by this agreement.
Article III
COVENANTS OF SELLER'S STOCKHOLDERS
(s) 3.1 Covenants of Seller's Stockholders Prior to Closing
Between the date of this Agreement and the Closing Date:
(a) The Seller's stockholders will cause Seller to:
(1) Carry on its business in substantially the same manner as
it has heretofore and not incur any additional material liabilities outside the
normal course of business without the prior written consent of Purchaser or
introduce any material new method of management, operation or accounting;
(2) Maintain its properties and facilities in as good working
order and condition as at present ordinary wear and tear excepted;
(3) Perform all material obligations under agreements relating
to or affecting its assets properties and rights;
(4) Keep in full force and effect present insurance policies or
other comparable insurance coverage; and
<PAGE>
6
(5) Use its best efforts to maintain and preserve its business
organization intact, retain it present employees and maintain its relationships
with suppliers, customers and others having business relations with it.
(b) The Seller's stockholders will not permit the Seller without the prior
written consent of Purchaser to:
(1) Declare or pay any dividend or make any distribution in
respect of their stock whether now or hereafter outstanding, or purchase, redeem
or otherwise acquire or retire for value any shares of their stock;
(2) Enter into any contract or commitment or incur or agree to
incur any liability or make any capital expenditures except in the normal
course of business;
(3) Increase the compensation payable or to become payable to
any officer, employee or agent, or make any bonus payment to any such person;
(4) Except for any lien reflected on schedule 1.2 and schedule
1.3, permit to exist, create, or assume any mortgage, pledge or other lien or
encumbrance upon any assets or properties whether now owned or hereafter
acquired; or
(5) Sell, assign, lease or otherwise transfer or dispose of any
property or equipment except in the normal course of business.
Article IV
CONDITIONS TO THE OBLIGATIONS OF SELLER
(S) 4.1 Conditions
The obligations of Seller hereunder is, at its option, subject to the
satisfaction, on or prior to the Closing Date of the following conditions: the
Seller shall have received a copy of the resolution authorizing the execution,
delivery and performance of this agreement by Purchaser certified by the
secretary of Purchaser to have been adopted by the board of directors of
Purchaser and to be in full force and effect as of the Closing date.
Article V
REPRESENTATIONS OF PURCHASER
(S) 5.1 Representations of Purchaser
Purchaser represents and warrants to Seller as of the date hereof and on
the Closing Date, that the execution, delivery and
<PAGE>
7
performance of this Agreement by Purchaser has been duly authorized by the board
of directors of Purchaser and the Agreement constitutes the valid and binding
obligation of Purchaser and that a properly certified board of directors
resolution to this effect will be presented to Seller before the Closing Date.
Article VI
GENERAL
(s) 6.1 Additional Instruments
The parties hereto shall deliver or cause to be delivered on the Closing
Date, and at such other times and places as shall be reasonably agreed on, such
additional instruments as any party may reasonably request for the purpose of
carrying out this agreement. Seller will cooperate and use its best efforts to
have the present officers, directors and employees of Seller cooperate on and
after the effective date in furnishing information, evidence, testimony and
other assistance in connection with any actions, proceedings, arrangements or
disputes of any nature with respect to matters pertaining to all periods prior
to the Closing Date.
(s) 6.2 Entire Agreement
This agreement (including the schedules and annexes hereto) and the
documents delivered pursuant hereto constitute the entire agreement and
understanding between the parties hereto and supersede any prior agreement and
understanding relating to the subject matter of this agreement This agreement
may be modified or amended only by a duly authorized written instrument executed
by the parties hereto.
(s) 6.3 Counterparts
This agreement may be executed simultaneously in two or more counterparts,
each of which shall be deemed an original and all of which together shall
constitute but one and the same instrument. It shall not be necessary that any
single counterpart hereof be executed by all parties hereto so long as at least
one counterpart is executed by each party.
(s) 6.4 Notices
Any notice or communication required or permitted hereunder shall be
sufficiently given if sent by first class mail, postage prepaid or by facsimile
transmission with confirmation by first class mail, postage prepaid:
<PAGE>
8
(a) To Purchaser at Terrace Holdings, Inc., 2699 Stirling Road, Suite
C-405, Fort Lauderdale Florida 33312 (Facsimile telephone number 954-891-0993).
With a copy to: Gerald L. Fishman, Esq., Fishman & Merrick, P.C., Suite 3500, 30
North Lasalle Street, Chicago, Illinios 60602 (Facsimile telephone number
312-726-2649).
(b) To Seller at P.O. Box 1251, Miami, Florida 33138 (Facsimile telephone
number 305-754-8385). With a copy to: Alan Rabinowitz, Attorney at Law, 6400
Congress Avenue, Suite 200, Boca Raton, Florida 33487 (Facsimile telephone
number 561-994-5915).
(S) 6.5 Survivorship
All warranties, covenants, representations and guarantees shall survive the
closing and execution of the documents contemplated by this agreement for a
period of two years from the Closing Date. The parties hereto in executing, and
in carrying out the provisions of, this agreement are relying solely on the
representations, warranties and agreements contained in this agreement or in any
writing delivered pursuant to provisions of this agreement or at the closing of
the transactions herein provided for and not upon any representation, warranty,
agreement, promise or information, written or oral, made by any person other
than as specifically set forth herein or therein.
(S) 6.6 Attorney Fees
In the event of any litigation arising out of this Agreement, the
prevailing party shall be entitled to all reasonable costs and reasonable
attorneys' fees including those incurred at the appellate level.
(S) 6.7 Law
This Agreement shall be construed in accordance with the laws of the state
of Florida without giving effect to the choice of law principles or rules
thereof.
IN WITNESS WHEREOF, the parties hereto have signed this Agreement, or have
caused this Agreement to be signed in their respective names by an officer
thereunder duly authorized, on the date first above written.
PURCHASER:
TERRACE HOLDINGS, INC
BY: /s/ Jonathan Lasko
------------------------
ITS Vice President
-------------------
<PAGE>
9
SELLER:
DRY DOCK DISTRIBUTORS, INC
By: /s/ Kenneth Cohen
-------------------------------
Its PRESIDENT
--------------------------
The undersigned, constituting all of the stockholders of Seller, join herein
for the purpose of consenting to the terms and conditions of this agreement.
STOCKHOLDERS:
/s/ Kenneth Cohen
----------------------------------
Kenneth Cohen
/s/ I. Buddy Levine
----------------------------------
I. Buddy Levine
/s/ Mark S. Cohen
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Mark S. Cohen
/s/ Allen Levine
----------------------------------
Allen Levine
<PAGE>
SCHEDULE 1.2
Liabilities of Seller as of September 1, 1997
Except for Non-Assumed Liabilities
<TABLE>
<S> <C>
Secured Liabilities:
None
Unsecured Liabilities:
Accounts Payable
Per Open Account Payable Report 157,603.07
Open Purchase Orders (1) 25,728.86
General Account (Checks on Hold) 120,412.70
Accounting Fees 2,100.00
Legal Fees 5,000.00
Intercompany Payable - Collins Fish (est.) 15,000.00
----------
Total Accounts Payable as of 9-1-97 325,844.63
</TABLE>
(1) Merchandise Received Without Invoice
<PAGE>
SCHEDULE 1.3
NON-ASSUMED LIABILITIES
<TABLE>
<CAPTION>
Accrued Interest
as of
Amount Interest Rate Sept. 1, 1997
------ ------------- ---------------
<S> <C> <C> <C>
Secured Liabilities:
1. Commercial Bank of Florida 200,000.00 1 Over Prime 0
----------
Unsecured Liabilities: 20,000.00 8% 0
1. Note Payable - Classics III, Inc. 90,000.00 10% 1,000.00
2. Notes Payable - Officers ---------- ---------
Total Unsecured Non-Assumed Liabilities 110,000.00 1,000.00
</TABLE>
<PAGE>
SCHEDULE 2.1(a)(3)
Liens Arising By Operation of Law
NONE
<PAGE>
SCHEDULE 2.1(B)
"INSURANCE CONTRACTS"
<TABLE>
<CAPTION>
CARRTER POLICY # COVERAGE
- ------- -------- --------
<S> <C> <C>
LIBERTY MUTUAL 441-151-056224-036 COMMERCIAL LIABILITY
LIBERTY MUTUAL TH1-151-056224-087 UMBRELLA EXCESS LIABILITY
LIBERTY MUTUAL YM2-097 MOTOR CARGO
LIBERTY MUTUAL WC2-151-056224-066 WORKERS' COMPENSATION
LIBERTY MUTUAL AS1-151-056224-116 AUTOMOBILE LIABILITY
LIBERTY MUTUAL MX5-151-056224-104 ELECTRONIC DATA PROCESSING
BLUE CROSS AND
BLUE SHIELD FA 28826001 GROUP LIFE AND DISMEMBERMENT
HUMANA MEDICAL
PLAN INC. 88991-D0677-00 GROUP HEALTH (HMO)
HUMANA HEALTH INC. 80917-D0686-000 GROUP HEALTH (PPO)
</TABLE>
<PAGE>
EXHIBIT A
(Form Bill of Sale)
<PAGE>
AGREEMENT
---------
THIS AGREEMENT is made and entered into this 26th day of September, 1997,
by and between DRY DOCK DISTRIBUTORS, INC., a Florida corporation ("Dry Dock")
and TERRACE HOLDINGS, INC., a Delaware corporation ("Terrace Holdings").
WHEREAS, the parties hereto entered into a certain Sale of Asset Agreement
dated September 1, 1997 (the "Sale Agreement") for the sale of assets and
assumptions of certain liabilities of Dry Dock.
WHEREAS, Under the terms of the Sale Agreement, Terrace Holdings is
obligated to satisfy certain loans by shareholders of Dry Dock and by an
affiliate of Dry Dock in the amount of $111,000 including interest thereon (the
"Loans").
WHEREAS, Terrace Holdings desires to proceed to closing on the Sale
Agreement and has requested a extension of time not to exceed thirty days to pay
the Loans and Dry Dock is willing to grant such extension subject to the terms
and conditions set forth herein.
NOT THEREFORE, it is agreed as follows:
1. The parties hereto agree that the amount of debt owed by Terrace
Holdings to Dry Dock is One Hundred Eleven Thousand Dollars ($111,000.00).
2. In order to evidence the aforesaid debt, upon execution of this
Agreement, Terrace Holdings shall execute and deliver to Dry Dock a negotiable
promissory note (the "Dry Dock Note") in the amount of is One Hundred Eleven
Thousand Dollars ($111,000.00) bearing interest at the rate of ten percent (10%)
per annum and maturing thirty (30) days from the date of this Agreement.
3. Until such time that the Dry Dock Note (and accrued interest thereon)
is paid in full, thirty five percent (35%) of all collections of (i) the account
receivables of Dry Dock transferred in connection with the sale of assets to
Terrace Holdings and (ii) new receivables arising out of the sale of inventory
of Dry Dock transferred in connection with the sale of assets to Terrace
Holdings shall be paid to Dry Dock upon receipt of such funds. In the event the
Dry Dock Note is not satisfied thirty days from the date hereof, one hundred
percent (100%) of the collections of the aforesaid accounts receivable and one
hundred percent (100%) of the accounts receivable related to the continuing
business of Dry Dock acquired by Terrace Holdings shall be paid to Dry Dock
until the Dry Dock Note is paid in full.
<PAGE>
2
4. In the event Terrace Holdings increases its line of credit with
Foothill Financial, Terrace Holdings agrees to use such proceeds to satisfy the
Dry Dock Note immediately.
5. Terrace Holdings hereby assigns to Dry Dock and grants a security
interest to Dry Dock in all of Terrace Holdings right, title and interest in and
to all accounts receivable and inventory of Dry Dock transferred in connection
with the sale of assets to Terrace Holdings (the "Collateral"). Terrace Holdings
shall promptly join with Dry Dock in the execution of one or more Uniform
Commercial Code financing statements and shall pay the cost of filing them in
all public offices wherever filing is deemed by Dry Dock to be necessary or
desirable.
6. Any payments and proceeds of the Collateral from this date forward
shall be deposited in a separate bank account at the Commercial Bank of Florida
and the percentage set forth in Paragraph 3 of this Agreement shall be
transferred to Dry Dock immediately and until so transferred shall be deemed
held in trust by Terrace Holdings for Dry Dock.
7. Until such time as the Dry Dock Note has been paid in full, Dry shall
have the right to inspect the books and records of Terrace Holdings for all
matters pertaining to the Collateral upon twenty four hours prior notice to
Terrace Holdings.
IN WITNESS WHEREOF, the undersigned have executed this agreement of the
day and year first above written.
TERRACE HOLDINGS, INC
BY: /s/ Jonathan Lasko
--------------------------
ITS Vice President, COO
----------------------
DRY DOCK DISTRIBUTORS, INC
BY: /s/ I. Buddy Levine
--------------------------
ITS TREASURER
---------------------
<PAGE>
ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT is entered into this 31 day of December,
1997, by and between D.M.S. FOOD DISTRIBUTORS, INC., a Florida corporation doing
business as Gourmet Distributors ("Seller"), PHYLLIS FORSTEIN ("Shareholder")
and TERRACE HOLDINGS, INC., a Delaware corporation ("Purchase").
PRELIMINARY STATEMENT
---------------------
Seller is in the business of distribution of food products at 2301 N.W.
33rd Count, #109, Pompano Beach, Florida 33069 under the trade name "Gourmet
Distributors." Phyllis Forstein ("Shareholder") is the sole stockholder of
Seller. Purchaser desires to purchase and Seller desires to sell and convey to
Purchaser certain of the non-cash assets of Seller pertaining to the business of
Seller, subject to the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and undertakings of
the parties, it is hereby agreed as follows:
1. Sale and Purchase of Assets. At the Closing (as defined in Section 4),
---------------------------
Seller agrees to sell, convey, transfer, assign; and deliver to Purchaser, and
Purchaser agrees to purchase from Seller, for the purchase price hereinafter
specified, certain of seller's non-cash assets identified as follows
(collectively the "Purchased Assets"):
1.1 Goodwill, Tradename and Customer Lists. All of Seller's
--------------------------------------
goodwill, tradename, customer lists, prospect lists, sales and marketing
materials, customer telephone numbers and telephone directory listings.
1.2 Inventory. All of Seller's non-obsolete inventory of goods and
---------
merchandise.
1.3 Furnishings and Fixtures. Any of Seller's furnishings and
-------------------------
fixtures which Purchaser elects to purchase at the Closing.
1.4 Contact Rights. All of Seller's contract rights under all
--------------
contracts to which Seller is a party.
1.5 No Accounts Receivable. Purchaser is not purchasing any of
----------------------
Seller's accounts receivable all of which shall be retained by Seller.
2. Non-Assumption of Seller's Liabilities. The sale, conveyance,
--------------------------------------
assignment, transfer and delivery of the Purchased Assets hereunder shall be
made free and clear of all liens and encumbrances, and of all obligations and
liabilities of Seller. Purchaser is not assuming any of Seller's accounts
payable or any liabilities of Seller.
<PAGE>
3. Purchase Price.
--------------
3.1 Amount. The purchase price for the Purchased Assets shall be
------
determined as follows:
(a) Customer Lists: Purchaser shall pay ONE HUNDRED TWENTY FIVE
--------------
THOUSAND DOLLARS ($125,000.00) for the items recited in Section 1.1.
(b) Inventory: The purchase price for Seller's non-obsolete inventory
---------
shall be determined at Seller's cost, including shipping.
(c) Furnishings and Fixtures: The purchase price for Seller's
------------------------
furnishings and fixtures which Purchaser elects to purchase shall be
determined by agreement between the parties on or before the Closing.
3.2 Payment. At the Closing the Purchaser shall pay to Seller by
-------
cashier's check drawn on a Florida bank the sum of ONE HUNDRED TWENTY FIVE
THOUSAND DOLLARS ($125,000.00) plus the amounts of the separate purchase price
for the Seller's Inventory and the Seller's Furnishings and Fixtures. In
addition to the foregoing, the Purchaser shall enter into a three year
Consulting Agreement with FORSTEIN, a copy of which Consulting Agreement is
attached hereto as Exhibit "A". Payment for the Consulting Agreement shall be
made in the manner set forth in said Consulting Agreement.
4. Closing.
-------
4.1 Closing. The closing (the "Closing") of the sale and purchase shall
-------
take place at the offices of ______________________________, at ____ a.m. on
January 2, 1998 or at such other time as the parties may mutually agree upon
(the "Closing Date"). Closing shall be conditioned upon the following: (a)
Seller and Purchaser shall have contacted the following named principal
customers of Seller: Publix, Winn-Dixie and Walmart, and Purchaser shall have
satisfied itself, in its sole judgment, that said customers shall continue as
customers of the business being acquired; (b) Delivery of a good standing
certificate on behalf of Seller; and (c) Delivery of a corporate resolution of
Seller approving of the transaction contemplated herein. At the Closing, Seller
shall deliver to Purchaser such bills of sale, required consents, assignments,
or other instruments to Purchaser to vest effectively in Purchaser good and
marketable title to the assets sold to Purchaser hereunder free and clear of all
liens, pledges, mortgages, security interests, encumbrances, actions or causes
of action, or rights in any other party whatsoever.
4.2 Effectiveness of Transactions. All transactions, deliveries and
-----------------------------
payments to take place at the Closing shall be deemed to take place
simultaneously and no
2
<PAGE>
transaction, delivery of any certificate, consent or other document, or
payment shall be deemed made until all transactions, deliveries and
payments at the Closing are completed. All such transactions, deliveries
and payments shall be given effect as of the close of business on the
Closing date.
4.3 Delivery of Consulting Agreement To Be Made at Closing. In
------------------------------------------------------
addition to the deliveries to be made at Closing as per Paragraph 4.1, the
Consulting Agreement shall also be executed and delivered at the Closing.
5. Expenses. Each party shall pay their own expenses which may be
--------
incurred in connection with the sale of the assets pursuant to the terms of this
Agreement including, without limitation, the fees and expenses of their agents,
representatives, counsel and accountants.
6. Representations and Warranties of Seller. Seller hereby represent and
----------------------------------------
warrant to Purchaser as follows:
6.1 Organization, Authority, Qualifications, Taxes. etc. Seller is a
----------------------------------------------------
corporation duly organized, validly existing, and in good standing under
the laws of the State of Florida and has all corporate power and authority
to carry on its own business as presently conducted. Seller has properly
withheld and paid all taxes required to have been withheld and paid and has
timely filed all tax returns required to be filed.
6.2 Authority to Transfer Assets. Prior to the Closing, the Board of
----------------------------
Directors of the Seller shall take all corporate action necessary to
transfer the Purchased Assets. The execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby will not
constitute a violation of, or be in conflict with, or constitute a default
under, any terms or provisions of any contract, mortgage, indenture, or any
other document whatsoever to which Seller is a party.
6.3 Title to Properties, Encumbrances and Leases. At the Closing,
--------------------------------------------
Seller shall convey to Purchaser good and marketable title to all of the
Purchased Assets including all contracts to which Seller is a party. Such
properties and assets will be subject to no mortgage, pledge, lien,
conditional sales agreement, encumbrances, or charge of any nature or kind.
6.4 Consummation of Agreement. Neither the execution nor delivery of
-------------------------
this Agreement, the consummation of the transactions contemplated hereby,
the execution and delivery of any document referred to herein, nor the
fulfillment of the terms hereof will conflict with or result in a breach of
any of the terms or provisions of, or constitute a default under, any
obligations, mortgage, lease, contract, or other agreement or document
pertaining to or affecting the Purchased Assets.
6.5 Proceedings and Judgments. No proceeding is currently pending or
-------------------------
threatened against Seller and no judgment is currently outstanding against
Seller.
3
<PAGE>
6.6 Obligations of Seller Pending Closing. From the date hereof until
-------------------------------------
the time of Closing, Seller will:
(a) Operation of Business. Operate the business only in the
---------------------
usual, regular, and ordinary manner as heretofore conducted so as to
maintain the goodwill it now enjoys, and preserve the relationship
with its employees, customers, suppliers and others having business
dealings with it.
(b) Maintenance of Business. At Seller's expense, maintain the
-----------------------
Purchased Assets in customary repair, order, or condition, ordinary
wear and use excepted, and keep in effect such policies of insurance
as may be necessary or advisable to protect the Purchased Assets.
(c) Disposal of Assets. Not sell or dispose of any property or
------------------
assets comprising the Purchased Assets, other than inventory in the
normal course of business.
(d) Encumbering of Assets/Incurring Obligations. Notmortage,
-------------------------------------------
pledge or create any lien, security interest, charge or encumbrance
upon any of the Purchased Assets or incur any obligation or liability
except normal business or trade obligations incurred in the ordinary
course of business consistent with past practice.
6.7 Full Disclosure. No representation or warranty made by Seller in
----------------
this Agreement (a) contains any untrue statement of any fact, or (b) omits
to state any fact that is necessary to make the statements made, in the
context in which made, not false or misleading in any respect. There is no
fact known to Seller, that has been disclosed to Purchaser, that was and
is, or so far as Seller can reasonably foresee will be, material to the
business of Seller or the ability of Seller to perform its obligations
under this Agreement.
7. Representations and Warranties of Purchaser. Purchaser hereby
-------------------------------------------
represent and warrant to Seller as follows:
7.1 Organization, Authority, Qualifications, etc. Purchaser is a
--------------------------------------------
corporation duly organized, validly existing, and in good standing under
the laws of the State of Delaware, is registered to do business in Florida
and has all corporate power and authority to carry on its own business as
presently conducted.
7.2 Authority to Transfer Assets. Prior to the Closing, the Board of
----------------------------
Directors of the Purchaser shall take all corporate action necessary to
purchase the Purchased Assets. The execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby will not
constitute a violation of, or be in conflict with,
4
<PAGE>
or constitute a default under, any terms or provisions of any contract,
mortgage, indenture, or any other document whatsoever to which Purchaser is
a party.
7.3 Consummation of Agreement. Neither the execution nor delivery of
-------------------------
this Agreement, the consummation of the transactions contemplated hereby,
the execution and delivery of any document referred to herein, nor the
fulfillment of the terms hereof will conflict with or result in a breach
of any of the terms or provisions of, or constitute a default under, any
obligations, mortgage, lease, contract, or other agreement or document
pertaining to or affecting the Purchaser.
8. Consulting Agreement. As a part of the consideration to be paid for
--------------------
the Purchased Assets, Purchaser agrees to execute and deliver to FORSTEIN at the
Closing the Consulting Agreement in the form of Exhibit "A", attached hereto.
The Purchaser shall pay additional consideration in the amount of $275,000.00
for the Consulting Agreement, the terms of payment of which are set forth in
Exhibit "A".
9. Further Assurances. Seller shall from time to time, upon reasonable
------------------
request of Purchaser and without further consideration, execute and deliver such
instruments of transfer, conveyance and assignment, in addition to those
delivered pursuant to this Agreement, and take such other action as Purchaser
may reasonably request to more effectively convey, assign and transfer to
Purchaser the Purchased Assets or carry out the provisions of this Agreement.
10. Risk of Loss. Seller shall bear all risk of loss of, or damage or
------------
injury to, the Purchased Assets prior to the Closing.
11. Indemnification. From and after the Closing Date, Seller and FORSTEIN
---------------
shall indemnify and hold harmless Purchaser and its respective directors,
officers and employees from and against any and all actions, suits, claims,
demands, debts, liabilities, obligations, damages, costs, and expenses,
including reasonable attorneys fees, arising out of any material
misrepresentation or breach of any material representation by Seller or FORSTEIN
made herein, any failure or refusal of Seller to satisfy or perform any covenant
required to be satisfied, or any obligation of Seller for taxes. From and after
the Closing Date, Purchaser shall indemnify and hold harmless FORSTEIN and
Seller and Seller's respective directors, officers and employees from and
against any and all actions, suits, claims, demands, debts, liabilities,
obligations, damages, costs and expenses, including reasonable attorneys fees,
arising out of any material misrepresentation or breach of any material
representation by Purchaser made herein, any failure or refusal of Purchaser to
satisfy or perform any covenant required to be satisfied.
12. Brokers. All negotiations relative to this Agreement and the
-------
transactions contemplated hereby have been carried on by Seller with Purchaser
and their representatives without the intervention of any other person in such a
manner as to give rise to any valid claim against any of the parties for a
brokerage commission, finder's fee or other like payment. Each party hereto
shall indemnify and hold harmless the other against and in respect of any claim
for brokerage or other commissions relative to this Agreement or to the
transactions contemplated
5
<PAGE>
hereby, based in any way on agreements, arrangements or understandings made or
claimed to have been made by such party with any third party.
13. Miscellaneous.
-------------
13.1 This Agreement and the documents delivered pursuant to this
Agreement constitute the entire understanding and sole agreement of the
Parties and supersedes any prior understanding or written or oral
agreements between the Parties. No amendment, modification, or alteration
of the terms hereof shall be binding unless the same be in writing, dated
subsequent to the date hereof, and duly executed by the Parties.
13.2 This Agreement shall be binding upon and inure to the benefit
of, and be enforceable by, the Parties and their respective heirs,
executors, administrators, legal representatives, successors, and assigns
where permitted by this Agreement.
13.3 This Agreement may be executed in several counterparts, each of
which shall be deemed an original, but all of which shall constitute one
and the same instrument.
13.4 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.
13.5 The term "Agreement" shall mean this Agreement, as originally
executed, together with all schedules and exhibits hereto, which are an
integral part hereof and are incorporated herein, and any amendments hereto
or thereto.
13.6 Any provision of this Agreement which is found to be invalid
or unenforceable shall be ineffective to the extent of such invalidity or
unenforceability, without affecting in any way the remaining provisions
hereof.
13.7 No waiver by the Parties of any default or breach of any term,
condition, or covenant of this Agreement shall be deemed to be a waiver of
any other breach of the same or any other term, condition, or covenant
contained herein.
13.8 Any notice required or permitted to be given hereunder shall be
in writing and shall be delivered personally or sent by certified mail,
postage prepaid, as follows: if to Seller or the Shareholder, 4000 Island
Boulevard #706, Aventura, Florida 33160 with a copy to Lawrence Bieler,
Esq., one Biscayne Tower, Suite 3250, Two South Biscayne Boulevard, Miami,
Florida 33131; and if to Purchaser, 2699 Stirling Road, Suite C-405, Ft.
Lauderdale, Florida 33312 with a copy to Gerald M. Miller, Esq., Fishman,
Merrick, Miller, etc., 30 North La Salle Street, Suite 3500, Chicago,
Illinois 60602.
6
<PAGE>
13.9 Should any litigation be commenced between the Parties to this
Agreement concerning this Agreement or the rights and duties of the Parties
in relation thereto, the Party prevailing in such litigation shall be
entitled, in addition to such other relief as may be granted, to its costs
and a reasonable sum for attorneys' fees in such litigation and any
appeals.
13.10 This Agreement and the exhibits and schedules hereto have been
jointly drafted by the parties hereto and, accordingly, shall not be
construed for or against either party as a result thereof.
IN WITNESS WHEREOF, the Parties have executed this Agreement the day and
year first above written.
SELLER:
------
Attest: D.M.S. FOOD DISTRIBUTIONS, INC.,
a Florida corporation
By: /s/ Phyllis Forstein
__________________________ ------------------------------
, Secretary Phyllis Forstein, President
Witnesses as to Shareholder: SHAREHOLDER:
-----------
/s/ Phyllis Forstein
__________________________ ---------------------------------
PHYLLIS FORSTEIN
__________________________
PURCHASER:
---------
Attest: TERRACE HOLDINGS, INC.,
a Delaware corporation
By: /s/ Jonathan S. Lasko
__________________________ ------------------------------
, Secretary Jonathan S. Lasko, V.P.
7
<PAGE>
[LOGO]
Food Distributors, Inc.
Gourmet Distributors
<TABLE>
<S> <C>
December 31, 1997
ASSET LIST
COMPUTER EQUIPMENT (See Attached List) $2,560.00
TWO 1994 INTERNATIONAL TRUCKS @ $14,00 EACH $28,000.00
WAREHOUSE RACKS 1,200.00
TELEPHONE SYSTEM 1,000.00
FAX MACHINE 100.00
TYPEWRITER 100.00
REFRIGERATOR 150.00
PHOTOCOPY MACHINE 950.00
ELECTRIC PALLET JACK 1,200.00
PALLET JACK - MANUAL - 2 @ $75.00 150.00
FORK LIFT 2,500.00
OFFICE FURNITURE (See attached list) 1,750.00
FILE CABINETS
DESKS
CHAIRS
FOLDING TABLES
KITCHEN FURNITURE
ETC.
TOTAL $39,600.00
</TABLE>
<PAGE>
[LOGO] HOPKINS COMPUTER SERVICES, INC. [LOGO]
3950 NW 35th Terrace Lauderdale Lakes, Fl. 33309-4841
Phone: (954) 739-3099 Fax: (954) 739-3099
Gourmet Food Distributors Inventory, as of December 30, 1997
<TABLE>
<S> <C>
Tripplite Omni 500Lan UPS 75.00
Computer 386SX from Orlando 200.00
14" Samsung Monitor 30.00
KeyBoard & Mouse 10.00
Panasonic KX-P1150 Printer 75.00
Citizen GSX-190 Printer 95.00
14" AOC Monitor-Color 100.00
Computer 386 200.00
Keyboard & Mouse 10.00
14" Monitor-Color 100.00
Computer #1 486 300.00
KeyBoard & Mouse 10.00
Panasonic KX-P1624 Printer 75.00
Tripplite Ups-Small 30.00
Star NX-1001 Printer 25.00
Tripplite UPS-Small 30.00
14" Hyundai Monitor 30.00
Computer 386SX33 200.00
KeyBoard & Mouse 10.00
14" AOC Monitor 30.00
Computer - Server 486 400.00
KeyBoard & Mouse 10.00
Panasonic KX-P 2624 Printer 75.00
Star NX-1001 Printer 25.00
14" Color Monitor (Stephanie) 75.00
Computer 486/66 300.00
KeyBoard & Mouse 10.00
Tripplite Ups 30.00
Total Value 2560.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
OFFICE FURN.
DESK CHAIRS FOLDING TABLES STANDS CREDENZA FILE KITCHEN
<S> <C> <C> <C> <C> <C> <C> <C>
SALES 2
EXEC. 7
SEC. 3
COMP. 1
SIDE METAL 11
SIDE WOOD 7
EXEC. 5
SEC. 5
6 foot 2
8 3
OFFICE REFRIG 1
PRINTER STANDS 3
TYPEWRITER STAND 1
COMPUTER 3 TIER STAND 1
WOOD 2
METAL 1
4 DRAWER 9
2 DRAWER 2
STORAGE CABINET 1
TABLE LG. 1
TABLE SM. 1
CHAIRS 8
MICROWAVE 1
TSTEE CHAIR 1
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
[LOGO]
AGREEMENT, made the day of MARCH 1998 in the State of FLORIDA between THE LASKO COMPANIES, INC.
whose address is 1351 N.W. 22nd Street, Pompano Beach, FL 33069
STEVEN NEWMAN OR CORPORATION TO BE FORMED hereinafter called the Transferor, and
whose address is 3311 S.W. 58th STREET, FT. LAUDERDALE, FLORIDA 33312 hereinafter called the Transferee.
SUBJECT MATTER OF SALE
1. The Transferor agrees to sell to the Transferee and the Transferee agrees to buy the following described business: THE TERRACE
OCEANSIDE RESTAURANT located at 1960 SOUTH OCEAN DRIVE, HALLANDALE, FLORIDA 33009, including the stock in trade, fixtures,
equipment, accounts receivable, contract rights, lease, good will, licenses, rights under any contract for telephone service or
other rental, maintenance or use of equipment, machinery and fixtures at the said premises, more particularly described in Schedule
A hereto attached, free and clear of any debts, mortgages, security interests or other liens or encumbrances except as herein
stated. Title shall be closed on the 15 day of JUNE 1998 at 9:00 A.M. at the office of SELLER
<S> <C>
PURCHASE PRICE
2. The purchase price to be paid by the Transferee is $90,000.00
TERMS OF PAYMENT
3. The terms of payment are as follows:
Upon execution of this agreement
By cash or certified check, receipt of which is hereby acknowledged $25,000.00
TO BE HELD IN ESCROW BY SELLER'S ATTORNEY (312) 726-1224 Gerald Fishman UNTIL CLOSING
Upon execution and delivery of Bill of Sale
By cash or certified check $65,000.00
ADJUSTMENTS
4. At the closing the following adjustments shall be made: rents, insurance premiums, taxes, electricity, gas, fuel, water,
interest on mortgages or other liens. WHICH SHALL BE TRANSFERRED TO PURCHASER.
</TABLE>
<PAGE>
CREDITORS LIST
7. Transferor shall furnish Transferee with a list of Transferor's existing
creditors, containing the names and business addresses of all creditors of the
Transferor, with the amounts owed to each and also the names of all persons who
are known to the Transferor to assert claims against the Transferor even though
such claims are disputed. Such list shall be signed and sworn to or affirmed by
the Transferor or his agent, and, unless such list is appended hereto, it shall
be delivered to Transferee at least 15 days before the closing date; provided
that if Transferee takes possession of the goods or pays for them before that
date such list shall be furnished at least 15 days before happening of either
event.
PRESERVATION OF LIST AND SCHEDULE
8. Transferee shall preserve the list of creditors aforementioned as well as the
schedule of property (Schedule A hereof) for a period of 6 months next following
the date of transfer of title and shall permit inspection of either or both and
copying therefrom at all reasonable hours by any creditor of the Transferor; in
lieu thereof, Transferee may file such list and schedule in the Office of the
Secretary (Department) of State.
NOTICE TO CREDITORS
9. Transferee shall give notice to creditors of the transfer at least 10 days
before taking possession of the goods or paying for them, whichever happens
first. Notice shall be given in the form and manner as provided in the Uniform
Commercial Code, if applicable.
RESTRICTIVE COVENANT
10. The bill of sale shall contain a covenant by the Transferor and all other
persons heretofore active in the said business or in any way interested therein
with the Transferor, not to reestablish, re-open, be engaged in, nor in any
manner whatsoever become interested, directly or indirectly, either as employee,
as owner, as partner, as agent, or as stockholder, director of officer of a
corporation, or otherwise, in any retail restaurant similar to the one hereby
agreed to be sold, within the area: WITHIN A FIFTY (50) MILE RADIUS OF THE
RESTAURANT, provided that such restriction shall apply only to operation of a
retail restaurant and shall not apply to catering or provision of any other food
related services or products whatsoever for a term of FIVE (5) years from the
closing date.
LEASE
11. Transferor further agrees, at the time of closing, to assign and transfer as
part of this sale the existing lease or to execute and deliver, or to procure
the execution and delivery, to the Transferee of a new lease or an extension of
the term of the existing lease, covering the premises used in connection with
said business and providing for a continuous term which shall expire on the 30th
day of SEPTEMBER 2005. The rent during such term shall not exceed $2000.00 per
month. Transferee shall assume full performance of the existing lease, if
assigned. Security in the sum of $ now held by the landlord under the
existing lease, is hereby added to the amount of the purchase price and is to be
paid to the Transferor by the Transferee at the closing, less any valid set-off
or counterclaim asserted by the landlord. Transferor shall also assign and
transfer to the Transferee all of the Transferor's right, title and interest in
sold security. Any default on the part of the Transferor with respect to the
provisions of this paragraph shall forthwith entitle the Transferee to repayment
in full, on demand, of any deposit or payment on account hereunder.
LIQUIDATED DAMAGES
12. Any willful, capricious or other inexcusable default hereunder on the part
of either party shall entitle the aggrieved party to the sum of $ as
liquidated damages for breach of this contract in addition to repayment in full
of any sum paid hereunder as aforesaid, said amount being hereby agreed upon
by reason of the difficulty in reducing the exact damages actually sustained to
a mathematical certainty.
BROKER
13. The parties agree that NO BROKER was involved in this transaction and
Transferee hereby indemnifies Transferor from any such claims, if made.
WARRANTIES SURVIVE
14. The warranties and covenants contained herein shall survive the Bill of
Sale for a period of six months and become a part thereof and continue in full
force as though set forth at length therein.
DEFINITION OF GOODS
16. The term "goods" as defined and used in the Uniform Commercial Code shall
apply to this agreement.
CAPTIONS
17. The captions are inserted only as a matter of convenience and for reference
and in no way define, limit or describe the scope of this agreement nor the
intent of any provision thereof.
<PAGE>
The terms, warranties and agreements herein contained shall bind and inure
to the benefit of the respective parties hereto, and their respective legal
representatives, successors and assigns.
The gender and number used in this agreement are used as a reference term
only and shall apply with the same effect whether the parties are of the
masculine or feminine gender, corporate or other form, and the singular shall
likewise include the plural.
This agreement may not be changed orally.
IN WITNESS WHEREOF, the Parties have respectively signed and sealed these
presents the day and year first above written.
/s/ Steven Newman L.S.
-----------------------------------
/s/ Jonathan Lasko L.S.
-----------------------------------
L.S.
- ------------------------------------ -----------------------------------
Broker
STATE OF FLORIDA COUNTY OF BROWARD ss:
JONATHAN LASKO being duly sworn deposes and says that:
He is the PRESIDENT OF THE Transferor;
The following is a true and complete list of: the existing creditors of the
Transferor, showing their business addresses and the amounts owed to each; the
names and addresses of all persons known to the Transferor who have asserted
claims which the Transferor disputes.
- --------------------------------------------------------------------------------
Creditor--indicate if a Claimant Business Address Amount - indicate
If disputed
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Sworn and subscribed to before me, /s/ Jonathan Lasko
this 23rd day of March, 1998 ------------------------------
- ---------------------------------- Jonathan Lasko as president
<PAGE>
SCHEDULE A
Property to be transferred
TELEPHONE NUMBER (954)-454-9444
COMPUTERS
CREDIT CARD EQUIPMENT
TELEPHONE EQUIPMENT
ALL EXISTING FIXTURES, EQUIPMENT, FURNISHINGS AND KITCHEN EQUIPMENT
LIST OF VENDORS, COPIES OF INVOICES AND ALL
ORIGINAL CONTRACTS
LIQUOR LICENSE APPROVAL FOR NEW OWNER
ALL HOUSEHOLD IMPROVEMENTS
COMPLETE ACCESS BY PURCHASER PRIOR TO CLOSING
MAILING LISTS, MENUS, PROMOTIONAL BROCHURES
AND ADVERTISING COPY
TRANSFER OF UTILITIES AND KASHRUTH SUPERVISION
ALL RIGHTS TO NAME: "TERRACE OCEANSIDE"
AN ADJUSTMENT IN FAVOR OF PURCHASER FOR ALL
OPERATIONAL EXPENSES THROUGH SEPTEMBER 30, 1998.
PURCHASER SHALL HAVE NO PERSONAL LIABILITY UNDER THIS CONTRACT.
SECURING AND MAINTAINING THE CHEF, MR. PAUL WALLIS, FOR 10/1/98 OPENING.
AT ANY TIME PRIOR TO 6/1/98, PURCHASER SHALL HAVE THE OPTION OF CANCELLING
THIS CONTRACT AND SHALL FORFEIT THE DEPOSIT OF $25,000.00.
THE SUM OF $15,000.00 SHALL BE HELD IN ESCROW BY PURCHASER'S ATTORNEY TO
COVER ALL EXPENSES OF CARRYING THE COST OF THE RESTAURANT FROM 6/15/98 THROUGH
9/30/98, WHEN SAID RESTAURANT SHALL REMAIN CLOSED. THE PARTIES SHALL ADJUST
SAID COSTS, AFTER THEY ARE DETERMINED, BUT NOT LATER THAN 10/15/98.
Contract
for Sale of Business
BULK SALE
UNIFORM COMMERCIAL CODE
========================
To
========================
DATED:
========================
