SEC Info - Gundaker/Jordan American Holdings Inc - ‘10KSB40’ for 12/31/00

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Gundaker/Jordan American Holdings Inc – ‘10KSB40’ for 12/31/00 – EX-10.3

On: Monday, 4/2/01, at 4:54pm ET · For: 12/31/00 · Accession #: 1012709-1-500045 · File #: 0-18974

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/02/01  Gundaker/Jordan American Hol… Inc 10KSB40    12/31/00    6:206K                                   FilePoint EDGAR Sv… 2/FA

Annual Report — Small Business — [x] Reg. S-B Item 405 — Form 10-KSB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10KSB40     Jordan American Holdings                              27    129K 
 2: EX-3.1      Articles of Incorporaton and Amendments               45    145K 
 3: EX-4.5      Specimen Stock Certificate                             2      8K 
 4: EX-10.3     Assets Purchase Agreement                             15     64K 
 5: EX-21       Subsidiaries of the Company                            1      4K 
 6: EX-23.1     Auditor's Consent                                      1      6K

EX-10.3 — Assets Purchase Agreement
Exhibit Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) A.J. Elko & Associates, LLC Table of Contents 10. Notices 11.10 Effect of Waiver 11.11 Severability 11.12 Enforcement 11.13 Binding Nature 11.14 Counterpart 11.1 Time 11.2 Entire Agreement 11.3 Amendment 11.4 Assignment 11.5 Choice of Law 11.6 Headings 11.7 Pronouns 11.8 Number and Gender 11.9 Construction 1.1 Agreement 11. Miscellaneous 1.2 Purchased Assets 1.3 Excluded Assets 1.4 No Assumption of Obligations and Liabilities 1. Agreement to Purchase and Sell 2. Purchase Price 3.10 No Default 3.11 Fees and Commissions 3.12 Sensitive Transactions 3.13 Misstatement or Omission 3.1 Organization and Standing of the Seller 3.2 Company Action 3.3 Subsidiaries and Affiliates 3.4 Financial Information 3.5 Ownership of Purchased Assets; Consents 3.6 Trade Secrets, Proprietary Information and Know-How 3.7 Litigation and Investigations 3.8 Taxes 3.9 Contracts and Commitments 3. Representations and Warranties of the Seller and the Member 4.1 Organization and Standing of the Purchaser 4.2 Corporate Action 4.3 Litigation and Investigations 4.4 Fees and Commissions 4.5 Misstatement or Omission 4. Representations and Warranties of the Purchaser 5.1 Investor's Representation Letter 5. Covenants of the Seller 6. Post Closing 7. Survival of Representations and Warranties 8.2 Indemnification by the Purchaser 8.3 Claims Procedure 8. Indemnification 9. Fees and Expenses
1	1st Page - Filing Submission
2	Table of Contents
4	1. Agreement to Purchase and Sell
"	1.1 Agreement
"	1.2 Purchased Assets
5	1.3 Excluded Assets
"	1.4 No Assumption of Obligations and Liabilities
"	2. Purchase Price
6	3. Representations and Warranties of the Seller and the Member
"	3.1 Organization and Standing of the Seller
"	3.2 Company Action
"	3.3 Subsidiaries and Affiliates
"	3.4 Financial Information
"	3.5 Ownership of Purchased Assets; Consents
7	3.6 Trade Secrets, Proprietary Information and Know-How
"	3.7 Litigation and Investigations
"	3.8 Taxes
"	3.9 Contracts and Commitments
8	3.10 No Default
9	3.11 Fees and Commissions
"	3.12 Sensitive Transactions
"	3.13 Misstatement or Omission
"	4. Representations and Warranties of the Purchaser
"	4.1 Organization and Standing of the Purchaser
"	4.2 Corporate Action
10	4.3 Litigation and Investigations
"	4.4 Fees and Commissions
"	4.5 Misstatement or Omission
"	5. Covenants of the Seller
"	5.1 Investor's Representation Letter
"	6. Post Closing
"	7. Survival of Representations and Warranties
"	8. Indemnification
11	8.2 Indemnification by the Purchaser
12	8.3 Claims Procedure
"	9. Fees and Expenses
13	10. Notices
"	A.J. Elko & Associates, LLC
"	11. Miscellaneous
"	11.1 Time
"	11.2 Entire Agreement
"	11.3 Amendment
"	11.4 Assignment
14	11.5 Choice of Law
"	11.6 Headings
"	11.7 Pronouns
"	11.8 Number and Gender
"	11.9 Construction
"	11.10 Effect of Waiver
"	11.11 Severability
"	11.12 Enforcement
"	11.13 Binding Nature
"	11.14 Counterpart

EX-10.3 1st Page of 15 TOC ↑Top Previous Next ↓Bottom Just 1st
 
 ASSETS PURCHASE AGREEMENT

BY AND AMONG

 IMPACT TAX AND BUSINESS SERVICES, INC.;

 A. J. ELKO & ASSOCIATES, LLC;

 AND

 A.J. ELKO, INDIVIDUALLY

 DATED AS OF NOVEMBER 30, 2000

EX-10.3 2nd Page of 15 TOC 1st Previous Next ↓Bottom Just 2nd
 TABLE OF CONTENTS

                                                                            PAGE

1.   AGREEMENT TO PURCHASE AND SELL............................................1

     1.1    Agreement..........................................................1

     1.2    Purchased Assets...................................................1

     1.3    Excluded Assets....................................................2

     1.4    NO ASSUMPTION OF OBLIGATIONS AND LIABILITIES.......................2

2.   PURCHASE PRICE............................................................2

3.   REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE MEMBER...............3

     3.1    Organization and Standing of the Seller............................3

     3.2    Company Action.....................................................3

     3.3    Subsidiaries and Affiliates........................................3

     3.4    Financial Information..............................................3

     3.5    Ownership of Purchased Assets; Consents............................3

     3.6    Trade Secrets, Proprietary Information and Know-How................3

     3.7    Litigation and Investigations......................................4

     3.8    Taxes..............................................................4

     3.9    Contracts and Commitments..........................................4

     3.10   No Default.........................................................5

     3.11   Fees and Commissions...............................................6

     3.12   Sensitive Transactions.............................................6

     3.13   Misstatement or Omission...........................................6

4.   REPRESENTATIONS AND WARRANTIES OF THE PURCHASER...........................6

     4.1    Organization and Standing of the Purchaser.........................6

     4.2    Corporate Action...................................................6

     4.3    Litigation and Investigations......................................6

     4.4    Fees and Commissions...............................................7

     4.5    Misstatement or Omission...........................................7

5.   COVENANTS OF THE SELLER...................................................7

     5.1    Investor's Representation Letter...................................7

6.   POST CLOSING..............................................................7

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EX-10.3 3rd Page of 15 TOC 1st Previous Next ↓Bottom Just 3rd
TABLE OF CONTENTS 
(CONTINUED) 

                                                                            PAGE

7.   SURVIVAL OF REPRESENTATIONS AND WARRANTIES................................7

8.   INDEMNIFICATION...........................................................7

     8.1    Indemnification by the Seller and the Members......................7

     8.2    Indemnification by the Purchaser...................................8

     8.3    Claims Procedure...................................................9

9.   FEES AND EXPENSES.........................................................9

10.  NOTICES...................................................................9

11.  MISCELLANEOUS............................................................10

     11.1   Time..............................................................10

     11.2   Entire Agreement..................................................10

     11.3   Amendment.........................................................10

     11.4   Assignment........................................................10

     11.5   Choice of Law.....................................................10

     11.6   Headings..........................................................11

     11.7   Pronouns..........................................................11

     11.8   Number and Gender.................................................11

     11.9   Construction......................................................11

     11.10  Effect of Waiver..................................................11

     11.11  Severability......................................................11

     11.12  Enforcement.......................................................11

     11.13  Binding Nature....................................................11

     11.14  Counterpart.......................................................11

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EX-10.3 4th Page of 15 TOC 1st Previous Next ↓Bottom Just 4th
 ASSETS PURCHASE AGREEMENT
 -------------------------

     THIS ASSETS  PURCHASE  AGREEMENT (the  "Agreement") is made as of this 30th
day of November,  2000, by and among IMPACT Tax and Business  Services,  Inc., a
Florida  corporation  (the  "Purchaser");  A.  J.  Elko  &  Associates,  LLC,  a
Pennsylvania limited liability company (the "Seller");  and A.J. Elko, the owner
of all the outstanding interests in the Seller (the "Member").                  

 WITNESSETH:
 -----------

     WHEREAS,  the Seller  engaged in the business of tax and business  planning
(the "Seller's Business"); and                                                  

     WHEREAS,  the Purchaser  desires to purchase and the Seller desires to sell
certain  of the  assets  and all of the  Seller's  Business  upon the  terms and
conditions set forth herein.                                                    

     NOW,  THEREFORE,  in  consideration  of these  promises  and subject to the
representations,  warranties,  covenants and conditions contained herein and for
the consideration provided herein, the parties agree as follows:                

1.   AGREEMENT TO PURCHASE AND SELL.                                  
------------------------------                              

          1.1  AGREEMENT. As of the date hereof (the "Closing Date"), the Seller
hereby  sells,  conveys,  transfers,  assigns and delivers to the  Purchaser the
Seller's  Business  and certain of the assets of the Seller,  such  business and
assets being referred to as the "Purchased Assets."                             

          1.2  PURCHASED  ASSETS.  The  Purchased  Assets  shall  consist of all
assets, properties,  rights, privileges, claims and licenses owned by Seller and
used in or relating to the Seller's Business,  including without limitation, the
following,  but excluding  those specific  assets  described in Section 1.3 (the
"Excluded Assets"):                                                             

               (a)  SCHEDULE OF NET ASSETS. All assets, tangible and intangible,
other than Excluded Assets,  reflected on Seller's  Schedule of Net Assets as of
September 30, 2000, which is attached hereto as EXHIBIT A.                      

               (b)  INTANGIBLE   ASSETS.   All   trademark   registrations   and
applications  therefor,  trade  name and names  (whether  or not  registered  or
registerable), including, without limitation, the names "A.J. Elko & Associates,
LLC," and the good will pertaining to any thereof.                              

               (c)  CONTRACT  RIGHTS.  All leases,  franchises,  sales and other
contract rights of whatever nature or description.                              

EX-10.3 5th Page of 15 TOC 1st Previous Next ↓Bottom Just 5th
               (d)  BOOKS AND  RECORDS.  All books and records  (copies of which
shall be  delivered  to  Purchaser  and  originals of which shall be retained by
Seller), customers lists and all other data relating to the Purchased Assets.   

               (e)  OTHER. All other assets related to the Seller's  Business of
every  kind,  nature and  description,  wherever  located,  whether  tangible or
intangible,  including the Seller's goodwill and all rights and causes of action
thereto, except for the Excluded Assets.                                        

          1.3  EXCLUDED ASSETS.  Purchaser is not purchasing,  and Seller is not
selling,  any of the  following  assets of the Seller,  which are referred to in
this Agreement as the "Excluded Assets:"                                        

(a)  Cash and bank accounts.                      

(b)  Loans to Members.                            

              (c)  Minute books, stock transfer records and financial records.

               (d)  Clients listed in Exhibit A-1 as "Client Data Base Not To Be
Purchased."                             

          1.4  NO ASSUMPTION OF OBLIGATIONS AND LIABILITIES. The Purchaser shall
not assume any of the obligations or liabilities of the Seller.                 

     2.   PURCHASE  PRICE.  Upon  the  sale,  transfer  and  conveyance  to  the
Purchaser  of the Assets at the Closing,  and in  consideration  therefore,  the
Purchaser  shall  deliver to the Seller  the total sum of One  Hundred  and Five
Thousand One Hundred Dollars ($105,100) (the "Purchase Price").  The Buyer shall
pay the Seller for the Assets a purchase  price  consisting  of $75,000 in cash,
stock options and earn-out consideration. The Purchaser had already delivered to
the Seller a cash deposit of $60,000.  The  additional  purchase  price shall be
payable as follows:                                                             

          (a)  Contemporaneously   with  the  execution  and  delivery  of  this
               Agreement,  the Buyer is paying the Seller an additional  $15,000
in cash.                                          

          (b)  The earn-out consideration shall consist of payment to the Seller
               of an  additional  $10,000 from the first $10,000 of revenue from
               the  Business  received by the Buyer.  Buyer shall pay Seller the
               earn-out consideration on a monthly basis within 30 calendar days
               after the end of the month of the Buyer's  receipt  until paid in
full.                                             

          (c)  Contemporaneously   with  the  execution  and  delivery  of  this
               Agreement,  Jordan American Holdings, Inc., a Florida corporation
               ("JAHI") and the sole shareholder of the Buyer, is issuing to the
               Seller options to purchase  100,500 shares of JAHI's common stock
(the "Option Shares") with an                     

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               exercise  price of $0.20 per share and an exercise  period of ten
years after the Closing (the "Options").          

     3.   REPRESENTATIONS  AND  WARRANTIES  OF THE  SELLER AND THE  MEMBER.  The
Seller and the Member hereby  represent,  warrant and covenant  severally to the
Purchaser, on and as of the date hereof, as follows:                            

          3.1  ORGANIZATION AND STANDING OF THE SELLER.  The Seller is a limited
liability  company duly organized,  validly  existing and in good standing under
the laws of  Pennsylvania  with full power and  authority  and all requisite and
sufficient licenses, franchises, permits and authorizations to own and lease its
properties and assets and to carry on its business as presently  conducted.  The
Member is the record and beneficial  owner of 100% of the issued and outstanding
interests in the Seller.                                                        

          3.2  COMPANY ACTION.  The Seller has full power and authority to enter
into this  Agreement  and to sell,  assign,  transfer and deliver the  Purchased
Assets to the Purchaser.  All member and other proceedings  required to be taken
by or on the  part of the  Seller  to  authorize  the  execution,  delivery  and
performance  of this  Agreement  and to  authorize  the Seller to sell,  assign,
transfer,  convey and deliver the Purchased  Assets to the  Purchaser  have been
duly and properly taken. Neither the execution and delivery of this Agreement by
the Seller, nor compliance with its terms, results in the breach or violation of
the Articles of  Organization  or Operating  Agreement of the Seller,  or of any
agreement,  indenture, mortgage, lease or other obligation or instrument, or any
judgment,  order or decree to which the Seller is a party or by which the Seller
or any of its property or assets may otherwise be subject.                      

          3.3  SUBSIDIARIES  AND  AFFILIATES.  The  Seller  owns  no  interests,
directly or indirectly, in any other corporation or entity.                     

          3.4  FINANCIAL  INFORMATION.  Attached  hereto  as  EXHIBIT  A is  the
Schedule of Net Assets of the Seller as of September  30, 2000.  The Schedule of
Net Assets  discloses all  liabilities  and  obligations of the Seller as of the
date thereof, whether accrued, unliquidated, ordinary, extraordinary,  absolute,
contingent or otherwise.  There are not any material  changes to the information
presented  in the  Schedule of Net Assets  through  the date of this  Agreement,
except for changes in the ordinary course of business.                          

          3.5  OWNERSHIP OF PURCHASED  ASSETS;  CONSENTS.  The Seller owns,  and
will transfer to the Purchaser,  all of the Purchased Assets,  free and clear of
any mortgage, pledge, lien, conditional sale agreement, encumbrance, restriction
or charge of any kind.  The execution of this  Agreement and the  performance of
the  covenants  herein  contemplated  do not result in the creation of any lien,
charge or  encumbrance of any kind upon any of the Purchased  Assets  including,
without limitation,  pursuant to any indenture, agreement or other instrument to
which the Seller is bound or by which the Purchased Assets may be affected.  All
of the Purchased Assets, including claims,  contracts,  orders, leases, licenses
and rights, are assignable without the prior consent of any third party.        

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          3.6  TRADE SECRETS,  PROPRIETARY  INFORMATION AND KNOW-HOW. The Seller
does not  possess  any rights  with  respect to  patents,  patent  applications,
trademarks,  trade names, copyrights,  trade secrets (whether registered or not)
and applications therefor and other documented intellectual property relating to
the  Seller's  Business.  Neither  the  Seller  nor any Member is a party to any
agreement or arrangement  providing for the payment of license fees or royalties
in  connection  with the Seller's  Business or has any knowledge of any claim or
obligation to pay any such license fee or royalty.                              

          3.7  LITIGATION AND INVESTIGATIONS. There are no actions, suits, legal
or administrative proceedings or governmental investigations existing or, to the
knowledge  of the Seller or the  Member,  threatened  against or  affecting  the
Seller or any of its property or assets,  nor any  judgments,  decrees,  orders,
rulings, writs or injunctions specifically referring to the Seller which (either
by reason of adherence  or default)  may  materially  and  adversely  affect its
business,  properties  or  financial  condition  or  relate  in  any  way to the
transactions contemplated by this Agreement.                                    

          3.8  TAXES. All tax returns,  including,  without limitation,  income,
sales and personal property tax returns, required to be filed by the Seller with
the United  States or any state or any other  governmental  agency or  authority
have  been or will be duly  prepared  and  filed,  and  were or will be true and
correct and complete. All taxes due or to become due by reason of the operations
conducted by the Seller prior to the Closing Date have been or will be paid when
due. The Seller has not received any notice of assessment  of  additional  taxes
and has not executed or filed with any taxing authority any agreement  extending
the period for assessment of any income or other taxes.  The Purchaser will have
no liability whatsoever for any federal,  state or local tax payments based upon
or measured by the income of the Seller,  the  ownership  of its property or the
conduct of the Seller's Business prior to the Closing Date or arising out of the
transactions  contemplated  hereby.  Except  for taxes not yet due and  payable,
there are no tax liens upon any of the properties or assets,  real,  personal or
mixed,  tangible  or  intangible  of the  Seller;  there are no pending  claims,
examinations  or  proceedings  by  any  authority  or  agency  relating  to  the
assessment of any taxes,  interest or penalty on such properties or assets;  and
there is no basis for any such  claim or  assessment.  The  Seller  has not been
audited by the  Internal  Revenue  Service or any other  governmental  agency or
authority.                                                                      

3.9  CONTRACTS AND COMMITMENTS.                             
-------------------------                         

               (a)  IDENTIFICATION.  Except as set forth as  Excluded  Assets in
Section 1.3 of this Agreement, as of the Closing Date, the Seller is not a party
or subject to any:                                                              

                    (i)  Pension,  profit sharing, stock option,  employee stock
purchase or other plan providing for deferred or other compensation to employees
or any other employee  benefit plan, or any Contract (as defined below) with any
labor union;                                                                    

                    (ii) Contract with any current or former  officer,  director
or affiliate;                                                                   

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                    (iii)Contract   relating   to   any   indebtedness   or  the
mortgaging, pledging or otherwise placing a lien on any of the Purchased Assets;

(iv) Guarantee of any obligation;       

                    (v)  Contract  under which the Seller has advanced or loaned
any person any amounts in the aggregate exceeding $1,000.00;                    

                    (vi) Contract  under  which the Seller is lessee of or holds
or operates any property, real or personal, owned by any other party;           

                    (vii) Contract under  which  the  Seller  is  lessor  of  or
permits any third party to hold or operate any property, real or personal, owned
or controlled by the Seller;                                                    

                    (viii) Assignment, license, indemnification or contract with
respect to any intangible property (including,  without limitation, any patents,
patent applications, trademarks, trade names, copyrights, trade secrets (whether
registered or not) and applications therefor and any other proprietary rights); 

                    (ix) Contract  with or relating to any  applicable  federal,
state, or local governmental entities;                                          

                    (x)  Contract  prohibiting  it from  freely  engaging in any
business or competing anywhere in the world;                                    

(xi) Employment Contracts;              

                    (xii) Contracts  providing for  "take  or  pay"  or  similar
unconditional purchase or payment obligations; or                               

                    (xiii)  any  other   Contract   which  is  material  to  its
operations and business prospects.                                              

               (b)  PERFORMANCE  AND  DEFAULT.  The Seller has  performed in all
material  respects all obligations  required to be performed by it and is not in
default  in any  material  respect  under or in breach of nor in  receipt of any
claim of default or breach under any Contract;  no event has occurred which with
the passage of time or the giving of notice or both would result in such default
or  breach;  the Seller has no present  expectation  or  intention  of not fully
performing all such obligations in all material  respects;  and, to the Seller's
knowledge,  there exists no breach or anticipated breach by the other parties to
any such Contract to which it is a party.                                       

               (c)  DEFINITION.  As used in this Agreement,  the term "Contract"
means any written agreement, contract, commitment or instrument.                

          3.10 NO DEFAULT.  Compliance with the provisions of this Agreement and
consummation of the  transactions  contemplated  hereby will not in any material
respect violate or                                                              

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EX-10.3 9th Page of 15 TOC 1st Previous Next ↓Bottom Just 9th
result in a breach of any  provision  of, or  constitute  a default  under,  the
Articles of Organization or the Operating  Agreement of the Seller, or result in
the  acceleration  of any  obligation  under,  or  constitute  a default of, any
contract, agreement, commitment,  indenture, mortgage, note, bond, license, deed
of trust or other  instrument or obligation to which the Seller is a party or by
which the Seller or any of its property may otherwise be subject.               

          3.11 FEES AND  COMMISSIONS.  Neither  the  Seller  nor any  Member has
agreed to pay or become liable to pay any broker's, finder's or originator's fee
or commission for which the Purchaser shall have liability by reason of services
alleged to have been rendered for or at the instance of the Seller or any Member
in connection with this Agreement and the transactions contemplated hereby.     

          3.12 SENSITIVE  TRANSACTIONS.  Neither the Seller nor any Member,  nor
any employee, agent or representative of any of them, has directly or indirectly
used funds or other assets of the Seller for illegal  contributions,  gifts,  or
payments to or for the benefit of any governmental  official or employee, or any
other person or entity.                                                         

          3.13 MISSTATEMENT OR OMISSION.  No  representation  or warranty by the
Seller or the  Member  in this  Agreement,  and no  exhibit,  schedule,  written
statement  or  certificate  furnished  or to be  furnished  by the Seller or the
Member  pursuant  hereto or in  connection  with the  transactions  contemplated
hereby,  contains or will contain any untrue  statement or a material  fact,  or
omits or will omit to state a material  fact  required  to be stated  therein or
necessary to make the statements contained therein not misleading.              

     4.   REPRESENTATIONS AND WARRANTIES OF THE PURCHASER.  The Purchaser hereby
represents  and  warrants  to the Seller and the  Member,  on and as of the date
hereof, as follows:                                                             

          4.1  ORGANIZATION  AND STANDING OF THE  PURCHASER.  The Purchaser is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Florida. The Purchaser has full corporate power and authority to
carry on the business in which it is engaged,  to own the property  owned by it,
to  acquire  the  Purchased  Assets and to perform  its  obligations  under this
Agreement.                                                                      

          4.2  CORPORATE ACTION. All corporate and other proceedings required to
be taken by or on the part of the Purchaser to authorize it to execute,  deliver
and carry out this  Agreement  have been duly and  properly  taken.  Neither the
execution and delivery of this Agreement by the Purchaser,  nor compliance  with
its terms,  results in the breach or  violation of the  Purchaser's  Articles of
Incorporation  or Bylaws,  or any agreement,  instrument,  judgment or decree to
which  the  Purchaser  is a party  or may  otherwise  be  subject.  There  is no
violation or breach of, or default under,  any of the foregoing that  materially
and  adversely  affects,  or that  may  materially  and  adversely  affect,  the
business,   properties,   assets,   liabilities,   consolidated   operations  or
consolidated condition,  financial or otherwise, of the Purchaser. The Purchaser
is not a party to any agreement,  instrument, judgment or decree that materially
and  adversely   affects  its   business,   properties,   assets,   liabilities,
consolidated operations or consolidated condition, financial or otherwise.      

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          4.3  LITIGATION AND INVESTIGATIONS. There are no actions, suits, legal
or administrative proceedings or governmental investigations existing or, to the
knowledge of the Purchaser, threatened against or affecting the Purchaser or any
of its property or assets, nor any judgments, decrees, orders, rulings, writs or
injunctions  specifically  referring to the Purchaser which (either by reason of
adherence  or  default)  may  materially  and  adversely  affect  its  business,
properties  or  financial  condition  or relate  in any way to the  transactions
contemplated by this Agreement.                                                 

          4.4  FEES AND  COMMISSIONS.  The  Purchaser  has not  agreed to pay or
become liable to pay any broker's, finder's or originator's fee or commission by
reason of services  alleged to have been  rendered for or at the instance of the
Purchaser in connection  with this Agreement and the  transactions  contemplated
hereby.                                                                         

          4.5  MISSTATEMENT OR OMISSION.  No  representation  or warranty by the
Purchaser in this Agreement,  and no written statement or certificate  furnished
or to be furnished by the Purchaser  pursuant  hereto or in connection  with the
transactions  contemplated hereby, contains or will contain any untrue statement
of a material  fact,  or omits or will omit to state a material fact required to
be stated  therein or necessary  to make the  statements  contained  therein not
misleading.                                                                     

     5.   COVENANTS OF THE SELLER.  The Seller hereby  covenants and agrees with
the Purchaser as follows:                                                       

          5.1  INVESTOR'S  REPRESENTATION  LETTER.  Contemporaneously  with  the
execution and delivery of this Agreement, the Seller is executing and delivering
to the  Purchaser  a  letter  substantially  in the  same  form  and of the same
substance  as the  letter  attached  hereto as  EXHIBIT  B, in which the  Seller
acknowledges  that the  Options or the Option  Shares  have not been  registered
pursuant to the Securities Act of 1933, as amended, and that restrictions on the
transferability  of the Options and the Option Shares result from the absence of
such registration.                                                              

     6.   POST  CLOSING.  The Seller and the  Purchaser  agree that each of them
will,  from time to time after the Closing  Date when so requested by the other,
perform,  execute,  acknowledge  or deliver or cause to be performed,  executed,
acknowledged or delivered, all such further acts, deeds, assignments, transfers,
conveyances  and  assurances  as may  be  required  for  the  better  assigning,
transferring,  granting,  conveying,  selling,  assuring and  confirming  to the
Purchaser  and its  successors  and  assigns,  and for aiding and  assisting  in
reducing to  possession,  the Purchased  Assets  transferred to the Purchaser as
herein contemplated.                                                            

     7.   SURVIVAL OF REPRESENTATIONS  AND WARRANTIES.  The  representations and
warranties  contained herein shall be continuing  representations and warranties
that shall survive the Closing Date.                                            

8.   INDEMNIFICATION.                                                 
---------------                                             

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          8.1  INDEMNIFICATION  BY THE SELLER AND THE MEMBER. The Seller and the
Member,  jointly  and  severally,  agree  to  indemnify  and hold  harmless  the
Purchaser,  its  successors  and  assigns,  against  any and all  loss,  injury,
liability, claim, damage or expense (including,  without limitation,  reasonable
attorneys' fees), court costs and amounts paid in settlement of claims, incurred
or sustained by the Purchaser,  or its successors or assigns  resulting from any
of the following:                                                               

               (a)  any   inaccuracy   in,  or  breach  or  violation   of,  the
representations  and  warranties  made  by the  Seller  and the  Member  and the
covenants  undertaken  by them,  whether  or not such  inaccuracy  or  breach or
violation was known to, or should have been known by, the Purchaser,  the Seller
or the Member on the date of this Agreement, it being the acknowledged intention
of the  parties  hereto  that the  Seller  and the  Member  shall be  completely
responsible  for, and the Purchaser shall be conclusively  deemed to have relied
upon, such representations,  warranties and covenants in the consummation of the
purchase and sale transactions herein contemplated;                             

               (b)  any  suits,  actions  or claims  relating  to sales or other
transactions or activities of the Seller prior to the Closing Date;             

               (c)  any inaccuracy or  misrepresentation  (whether  negligent or
otherwise) in any certificate or affidavit delivered by the Seller in accordance
with the provisions of any section hereof,                                      

               (d)  any claim or claims made against the  Purchaser  arising out
of the Seller's ownership, use, sale or operation of the Purchased Assets or the
Seller's Business prior to the Closing Date, including,  but not limited to, any
and all liabilities,  losses,  damages, costs and expenses (including reasonable
attorneys'  fees) incurred or sustained by the Purchaser due to Seller's failure
to pay any liability of Seller.                                                 

          8.2  INDEMNIFICATION  BY  THE  PURCHASER.   The  Purchaser  agrees  to
indemnify  and  hold  harmless  the  Seller  and the  Member,  their  respective
successors  and assigns,  against any and all loss,  injury,  liability,  claim,
damage or expense (including,  without limitation,  reasonable  attorneys' fees)
incurred or sustained by the Seller or Member or their respective successors and
assigns resulting from any of the following:                                    

               (a)  any   inaccuracy   in,  or  breach  or  violation   of,  the
representations   and  warranties  made  by  the  Purchaser  and  the  covenants
undertaken  by it,  whether or not such  inaccuracy  or breach or violation  was
known to, or should have been known by, the Purchaser,  the Seller or the Member
on the  date of this  Agreement,  it being  the  acknowledged  intention  of the
parties hereto that the Purchaser shall be completely  responsible  for, and the
Seller and the Member shall be  conclusively  deemed to have relied  upon,  such
representations,  warranties and covenants in the  consummation  of the purchase
and sale transactions herein contemplated;                                      

               (b)  any  suits,  actions  or claims  relating  to sales or other
transactions or activities of the Purchaser after the Closing Date; and         

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               (c)  any inaccuracy or  misrepresentation  (whether  negligent or
otherwise)  in any  certificate  or  affidavit  delivered  by the  Purchaser  in
accordance with the provisions of any section hereof.                           

8.3  CLAIMS PROCEDURE.                                      
----------------                                  

               (a)  NOTIFICATION  OF  REQUEST.  If any  action,  claim or demand
shall be brought or asserted against any party in respect of which indemnity may
be sought  pursuant to this Section 8, the party seeking  indemnification  shall
promptly notify the parties from whom  indemnification is to be sought,  stating
the name and address of any  claimant and of counsel to any claimant (if known),
the amount  claimed to be due and payable,  the basis of the claim as alleged by
any claimant and the provision or provisions of this Agreement  under which such
claim for indemnity is asserted.  The notice shall be  accompanied  by copies of
any  documents  relied on by any  claimant and  furnished  to the party  seeking
indemnification.                                                                

               (b)  RESPONSE TO  REQUEST.  Within ten (10)  calendar  days after
receipt of such notice, the parties from whom indemnification is sought shall by
written notice either:                                                          

                    (i)  concede  liability in whole as to the amount claimed in
such notice;                                                                    

       (ii) deny liability in whole as to such amount;

                    (iii)concede  liability in part and deny liability as to the
balance; or                                                                     

                    (iv) in the case of  claims  by third  parties,  assume  the
defense  thereof,  provided  that if the notice  required  hereunder is properly
given,  failure by such parties to assume the defense of a third party claim for
which a party is  entitled to  indemnity  under this  Agreement  shall cause the
indemnity  obligations  of the parties  from whom  indemnification  is sought to
extend to whatever outcome results from such third party claim.                 

               (c)  SETTLEMENT OR COMPROMISE.  Any settlement or compromise of a
claim shall be agreed upon by all parties. If the party seeking  indemnification
declines to accept a bona fide offer of settlement  which is  recommended by the
party from whom  indemnification  is sought,  the maximum liability of the party
from whom  indemnification is sought shall not exceed that amount which it would
have been liable for had such settlement  been accepted.  If the party from whom
indemnification  is sought  declines  to accept a bona fide offer of  settlement
recommended  by  the  party  seeking   indemnification,   the  party  from  whom
indemnification is sought shall be liable for whatever outcome results from such
third party claim.                                                              

     9.   FEES AND  EXPENSES.  The  Purchaser and the Seller shall each bear any
and all of their respective fees and expenses  (including,  without  limitation,
legal, accounting, consulting and other professional fees and expenses) incurred
in connection  with the  consummation  of this  Agreement  and the  transactions
contemplated herein, regardless of whether such consummation occurs.            

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     10.  NOTICES.  All notices and other  communications  hereunder shall be in
writing and shall be deemed to have been given if delivered in person or sent by
overnight  delivery,  confirmed  telecopy or prepaid  first class  registered or
certified mail, return receipt requested,  to the following  addresses,  or such
other addresses as are given to other parties in the manner set forth herein:   

(a)  If to the Purchaser, to:                     

IMPACT Tax and Business Services, Inc.  
333 W. Vine Street, Suite 206           
Lexington, Kentucky  40507              
Telecopier Number:  (859) 971-7683      

with a courtesy copy to:                

William C. Phillippi, P.A.              
Broad and Cassel                        
500 East Broward Blvd., Suite 1130      
Fort Lauderdale, Florida  33394         
Telecopier Number:  (954) 761-8135      

(b)  If to the Seller or the Member, to:          

A. J. Elko & Associates, LLC            
2993 Jacks Run Road                     
White Oak, Pennsylvania  15131          
Telecopier Number:  (412) 664-0450      

11.  MISCELLANEOUS.                                                   
-------------                                               

11.1 TIME. Time is of the essence.                          

          11.2 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between  the parties  hereto  with  respect to the  subject  matter  hereof.  It
supersedes all prior  negotiations,  letters and understandings  relating to the
subject matter hereof.                                                          

          11.3 AMENDMENT.  This  Agreement may not be amended,  supplemented  or
modified in whole or in part except by an  instrument  in writing  signed by the
party or parties against whom  enforcement of any such amendment,  supplement or
modification is sought.                                                         

          11.4 ASSIGNMENT.  This  Agreement  may not be  assigned  by any  party
hereto without the prior written consent of the other party.                    

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          11.5 CHOICE OF LAW. This Agreement will be interpreted,  construed and
enforced  in  accordance  with the laws of the State of Florida  without  giving
effect to the application of the principles pertaining to conflicts of laws.    

          11.6 HEADINGS.  The section and subsection  headings in this Agreement
are inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.                                               

          11.7 PRONOUNS. All pronouns and any variations thereof shall be deemed
to refer to the masculine,  feminine,  neuter, singular or plural as the context
may require.                                                                    

          11.8 NUMBER AND GENDER.  Words used in this  Agreement,  regardless of
the number and  gender  specifically  used,  shall be deemed  and  construed  to
include any other number,  singular or plural, and any other gender,  masculine,
feminine or neuter, as the context indicates is appropriate.                    

          11.9 CONSTRUCTION.  This Agreement shall be construed  neither against
nor in favor of any of the parties  hereto,  but rather in  accordance  with the
fair meaning thereof.                                                           

          11.10 EFFECT OF WAIVER. The  failure of any party at any time or times
to require  performance  of any  provision of this  Agreement  will in no manner
affect the right to enforce  the same.  The waiver by any party of any breach of
any provision of this Agreement will not be construed to be a waiver by any such
party of any  succeeding  breach of that  provision or a waiver by such party of
any breach of any other provision.                                              

          11.11 SEVERABILITY.  The invalidity, illegality or unenforceability of
any  provision  or  provisions  of this  Agreement  will not  affect  any  other
provision  of this  Agreement,  which will remain in full force and effect,  nor
will  the  invalidity,  illegality  or  unenforceability  of a  portion  of  any
provision of this Agreement  affect the balance of such provision.  In the event
that  any one or more  of the  provisions  contained  in this  Agreement  or any
portion  thereof  shall  for  any  reason  be  held to be  invalid,  illegal  or
unenforceable  in any respect,  this Agreement shall be reformed,  construed and
enforced as if such invalid,  illegal or unenforceable  provision had never been
contained herein.                                                               

          11.12 ENFORCEMENT.  Should  it  become  necessary  for  any  party  to
institute  legal action to enforce the terms and  conditions of this  Agreement,
the successful party will be awarded reasonable attorneys' fees at all trial and
appellate levels, expenses and costs.                                           

          11.13 BINDING NATURE.  This  Agreement  will be binding  upon and will
inure to the benefit of any successor or successors of the parties hereto.      

          11.14 COUNTERPART.  This Agreement  may be  executed  in  one or  more
counterparts, each of which will be deemed an original and all of which together
will constitute one and the same instrument.                                    

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     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date first above written.                                                

                                       IMPACT TAX AND BUSINESS SERVICES, INC.,
                     a Florida corporation

                      By: /s/ W. Neal Jordan
                                           -------------------------------------
                                      W. Neal Jordan, Vice President

                               A. J. ELKO & ASSOCIATES, LLC, a
                                      Pennsylvania limited liability company

                 By: /s/ A.J. Elko
                                           -------------------------------------
                             A. J. Elko, President

                 A.J. Elko
                                           -------------------------------------
                          A. J. ELKO, MEMBER

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘10KSB40’ Filing	Date	First	Last	Other Filings

Filed on:	4/2/01
For Period End:	12/31/00
	11/30/00	1
	9/30/00	4	6	10QSB
				List all Filings

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Filing Submission 0001012709-01-500045 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Gundaker/Jordan American Holdings Inc – ‘10KSB40’ for 12/31/00 – EX-10.3

On: Monday, 4/2/01, at 4:54pm ET · For: 12/31/00 · Accession #: 1012709-1-500045 · File #: 0-18974

Previous ‘10KSB40’: ‘10KSB40’ on 3/29/00 for 12/31/99 · Latest ‘10KSB40’: This Filing

Annual Report — Small Business — [x] Reg. S-B Item 405 — Form 10-KSBFiling Table of Contents

EX-10.3 — Assets Purchase AgreementExhibit Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Annual Report — Small Business — [x] Reg. S-B Item 405 — Form 10-KSB
Filing Table of Contents

EX-10.3 — Assets Purchase Agreement
Exhibit Table of Contents