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ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT is made as of this 6th day of June 2000 by
and between ALPHANET SOLUTIONS, INC., a New Jersey corporation having its
principal place of business at 7 Ridgedale Avenue, Cedar Knolls, New Jersey
07927 (hereinafter, "AlphaNet"), and OMNITECH CORPORATE SOLUTIONS, INC., a
Delaware corporation having its principal place of business at 100 West Forest
Avenue, Englewood, New Jersey 07631 (hereinafter, "Omnitech").
W I T N E S S E T H:
WHEREAS, AlphaNet wishes to purchase certain assets of Omnitech, and
Omnitech wishes to sell such assets to AlphaNet on the terms and conditions
hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual promises set forth herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
1. AlphaNet shall purchase from Omnitech, and Omnitech shall sell and
assign to AlphaNet, all of Omnitech's existing information technology
and network infrastructure services business, including, without
limitation, all of Omnitech's customer and client contracts and
customer list (which encompasses Omnitech's customer relationships)
and all of the goodwill associated therewith. In addition, AlphaNet
shall accept from Omnitech, and Omnitech shall assign to AlphaNet, all
of Omnitech's existing vendor contracts, vendor list (which
encompasses Omnitech's vendor relationships) and, to the maximum
extent legally permissible, certifications and authorizations. In
furtherance of the foregoing, Omnitech shall provide AlphaNet
immediately with copies of all of its existing client and vendor
contracts.
2. Omnitech shall make freely available to AlphaNet, and AlphaNet shall
enjoy the unrestricted right to solicit for hire and to hire as it, in
the exercise of its unfettered discretion, sees fit, any and all of
the employees of Omnitech; it being understood and agreed, however,
that Omnitech shall not assign, and AlphaNet will not accept the
assignment to it of, any employment agreements previously entered into
by Omnitech with any of its employees or consultants. Omnitech shall
assign to AlphaNet all confidentiality and non-compete agreements
entered into by current and former employees and consultants of
Omnitech, whether or not such employees or consultants are hired or
retained by AlphaNet.
3. AlphaNet shall purchase from Omnitech, and Omnitech shall sell to
AlphaNet at no additional cost, all servers and other hardware listed
on the attached Schedule A.
4. Omnitech shall, upon AlphaNet's request, take all such actions and
execute all such documents as may be reasonably necessary, appropriate
or helpful to AlphaNet in arranging for the assignment to AlphaNet of
the customer/client and vendor contracts referenced in paragraph 1
above.
5. Omnitech shall, upon AlphaNet's request, take all such actions and
execute all such documents as may be reasonably necessary, appropriate
or helpful to AlphaNet in arranging for the transfer into AlphaNet's
name of the H1-B Visa for Scott Ronan currently held in Omnitech's
name.
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6. Going forward, Omnitech and its corporate affiliates shall not in any
way compete with AlphaNet in the information technology or network
infrastructure services business; provided, however, Omnitech and/or
its corporate affiliates shall not be excluded from pursuing
application development or interactive kiosk opportunities
7. AlphaNet is not purchasing, and Omnitech shall remain exclusively
responsible for, any liabilities associated with the conduct of
Omnitech's business, including, without limitation, any employment
contracts or buy and sell agreements, real estate or equipment finance
leases, mortgages, secured or unsecured indebtedness, tax liabilities
or ongoing utility or maintenance expenses; provided, however,
AlphaNet understands and agrees that it may be necessary for AlphaNet
to assume certain service and warranty obligations under the prepaid
client service contracts, if any, identified and set forth on Schedule
B hereto.
8. Omnitech represents and warrants to AlphaNet that it possesses full
corporate power and authority to enter into this Asset Purchase
Agreement; that any authorizations required in this connection from
its corporate parent have been properly secured; and that no brokers',
finders' or placement fees have been or will be incurred by Omnitech
in respect of the consummation of this transaction.
9. Upon consummation of the transactions contemplated hereby, which
consummation the parties agree shall be conclusively evidenced by the
mutual execution of this Asset Purchase Agreement, AlphaNet shall pay
to Omnitech c/o Ochs & Goldberg the sum of $250,000. Omnitech
expressly agrees that such payment shall fully and forever discharge
all of AlphaNet's obligations to Omnitech.
10. This Agreement shall be construed under, and governed by, the laws of
the State of New Jersey, without giving effect to conflict-of-law
principles.
IN WITNESS WHEREOF, the parties have hereunto affixed their signatures by
their duly authorized representatives as of the date and year first above
written.
ALPHANET SOLUTIONS, INC. OMNITECH CORPORATE SOLUTIONS, INC.
By STAN GANG By DAVID PRICE
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Name: STAN GANG Name: DAVID PRICE
Title: Chairman of the Board Title: President
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SCHEDULE A
(List of Hardware and Servers included in AlphaNet's
acquisition of the assets of Omnitech)
Data General Type AV2700R
Model No. 70881-XE
130MB 8GBHD
Pentium 400
(Server that hosts the Chase Bank Application)
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SCHEDULE B
(Complete list of Prepaid Service Contracts under which
AlphaNet may be required to assume service or warranty obligations)
OMITTED
