EX-6.A.3 9 ex6a3.txt PURCHASE AND SALE AGREEMENT - ENVIRON. & PROD. Exhibit (6)(a)(3) AGREEMENT OF PURCHASE AND SALE THIS AGREEMENT OF PURCHASE AND SALE is effective as of the 31st day of July 2000, by and between Enco Holdings Group, Inc. , doing business at One Hilldale Ave., Plaistow, New Hampshire 03865 ("Purchaser"), and General Environmental Corporation, a Delaware corporation, with its principal place of business at 175 Water Street Exeter, NH. ("Seller"). Background: Seller owns one hundred (100%) percent of the shares (hereinafter referred to as the "Shares") of a Corporation named Environmental Container and Products Company, Inc. ("Enco") a New Hampshire Corporation with its principle place of business at One Hilldale Ave., Plaistow, New Hampshire 03865 and Seller desires to sell to Purchaser all of the Shares including all rights title and interest to all assets liabilities and other obligations of Enco. Purchaser desires to acquire the Shares including all of the rights, title and interest to the assets, liabilities and other obligations of Enco on the terms and conditions hereinafter set forth. IN CONSIDERATION of the foregoing and the mutual covenants herein contained, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows. 1. DEFINITIONS The following words shall have the following meanings when used in this Agreement: 1.1 ASSETS -- "Assets" shall mean all of the Shares of the Seller. 1.2 BUSINESS -- "Business" shall mean all operations and arrangements relating to the conduct of the Business Unit called Enco. 1.3 LIABILITIES -- "Liabilities" shall mean all of the liabilities of Enco. 1.4 BUSINESS UNIT -- "Business Unit" shall mean all contracts relating to Enco, all related costs, services and charges, and all of Seller's employees supporting the Enco contracts. 1.5 TRANSACTION DATE -- "Transaction Date" shall mean the date that Purchaser signs this Agreement and pays the initial payment as described below. 2. PURCHASE AND SALE Subject to the terms and conditions of this Agreement, Seller hereby agrees to sell and Purchaser hereby agrees to purchase the Shares and assume the Liabilities associated therewith and the Business Unit. 3. PURCHASE PRICE 3.1 AMOUNT -- The entire purchase price for the Shares shall be an amount equal to the total of the following (the "Purchase Price"): 3.1.1 $500 payable by check upon the execution of this Agreement; 3.1.2 $1,000 per month for fifty three months starting on the last day of the month after the end of the 21st month following the Transaction Date. The date that the first $1000 payment is made shall be referred to as the "Payment Date"; 3.1.3 As provided in Section 5 hereof, Purchaser undertakes to assume all the Liabilities and obligations of Enco. 3.1.4 Purchaser will transfer to Seller all 366,000 shares of GEC received by Purchaser when GEC acquired Enco. 3.1.5 On the Transaction Date GEC shall release Enco from the $4,500 loan that is currently outstanding. No current payments or interest shall be due on this loan. 4. DELIVERY OF SHARES All Shares purchased hereunder shall be delivered to Healey, Deshais and Gagliardi PC, Amesbury, MA agreed escrow agent (to be held until Purchaser completes the terms of this Agreement) at Escrow Agent's present place of business in Amesbury, MA. 5. ASSUMPTION OF LIABILITIES On the Transaction Date, Purchaser agrees to assume all liabilities of Seller related to the Shares or any other obligation of Seller undertaken in regard to or in support of the Business Unit. Purchaser shall secure the release of any and all GEC corporate guarantees for suppliers and leasehold. GEC shall also hold all rights to 50,000 Enviromart.com "B" shares attributable to Purchaser's GEC shares mentioned above in escrow as security for GEC's prompt release from said guarantees. If said guarantees are not released within twelve months from the Transaction Date GEC shall have the unilateral right with notice to Purchaser to use said shares in any way GEC deems appropriate to secure said guarantees and the Escrow Agent shall on first demand from GEC (with notice to Purchaser) deliver said shares to GEC. Purchaser shall deposit the Enviromart.Com Inc. shares with the Escrow agent together with an executed stock power for the purpose of accomplishing the objectives of this paragraph. 6. COOPERATION Purchaser agrees that it will cooperate with Seller to provide financial and operating information that may be required by Seller for the purpose of GEC and Affiliate audits and other corporate reporting requirements that may be applicable to the time frames before the Transaction Date. Also Purchaser will cooperate with sales efforts of Enviromart.Com or its successors or assigns in its sales efforts and will discuss the possibility of providing product to Enviromart if Enco's products are competitively priced. 7. REPRESENTATIONS AND WARRANTIES OF SELLER Seller represents and warrant as of the date of this Agreement and as of the Transaction Date to Purchaser as an inducement to enter into this Agreement: 7.1 STATUS -- Seller is a corporation duly organized and existing and in good standing under the laws of the Delaware, which has full power and authority to own the Shares. 7.2 CORPORATE AUTHORITY -- Seller has full power and authority to enter into this Agreement and to consummate the transactions contemplated herein. 2 7.3 CORPORATE ACTION -- All necessary corporate action has been duly taken by the Board of Directors and stockholders of Seller in order to authorize the execution and consummation of this Agreement. Upon execution hereof by the Purchaser, this Agreement shall be the legal, valid and binding obligation of the Seller enforceable in accordance with its terms. 7.4 TITLE TO PROPERTY -- Seller has good and marketable title to all of the Shares to be transferred hereunder, free and clear of any liabilities, liens, encumbrances, security interests, charges, imperfections of title or restrictions of any kind or nature whatsoever. 7.5 CONFLICTS WITH OTHER AGREEMENTS -- Neither the execution and delivery of this Agreement nor the consummation of the sale and other transactions contemplated hereunder will conflict with, or result in a breach of, any of the terms and conditions or provisions of any law or any regulation, order, writ, injunction or decree of any court or government instrumentality or the corporate Charter or Bylaws of Seller, or of any agreement or other instrument to which Seller is bound, or will constitute a default or result in any lien or encumbrance on any of the assets being sold hereunder. 7.6 NO BANKRUPTCY -- No proceeding has been commenced against or by the Seller under the federal Bankruptcy Code or any similar state statute. 7.7 SURVIVAL -- The representations and warranties contained herein shall survive the execution of this Agreement. 7.8 TAXES -- ENCO shall take steps to promptly file and pay all State, Federal and local taxes for Enco for fiscal year end 9/30/99 and any other year that may be applicable. Gec shall file all corporate tax returns due for the year ending 9/30/99. 8. REPRESENTATIONS AND WARRANTIES OF PURCHASER Purchaser represents and warrants: 8.1 STATUS -- Purchaser is corporation and in good standing under the laws of the State of New Hampshire and has full authority to consummate the transaction contemplated herein. 9. CERTAIN SUBSTANTIVE PROVISIONS 9.1 BUSINESS RECORDS -- Seller shall transfer to Purchaser on the Transaction Date all such business records of Seller pertaining to the Business Unit and the Shares. 9.2 TRANSITION -- Seller and Purchaser will mutually cooperate to assist Purchaser in a smooth transition of the ownership of the Shares and the Business Unit. 9.3 INSTRUMENTS -- The sale, conveyance, transfer, assignment and delivery of the Shares shall be affected upon execution of this Agreement by transfers of Certificates for the Shares to the Escrow Agent. 10. MISCELLANEOUS 10.1 NOTICES -- Any notices, requests, demands or other communications hereunder, shall be in writing and shall be deemed to have been duly given when personally delivered or five (5) days after being mailed by United States 3 registered or certified mail, return receipt requested, postage prepaid, to the following addresses: If to Seller: E. Nichols President, GEC 175 Water Street Exeter, NH 03833 If to Purchaser: M Rosa President, Enco Holdings Group, Inc. 1 Hilldale Avenue P.O. Box 1770 Plaistow, NH 03865 10.2 EXPENSES -- Each party shall be required to pay its own expenses, including expenses of its counsel and accountants, even in the event that the transactions, which are the subject matter hereof, are not consummated for any reason whatsoever. 10.3 ENTIRE AGREEMENT, SUCCESSORS -- This Agreement constitutes the entire agreement between the parties and there are no representations, warranties or commitments except as provided herein. This Agreement supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether written or oral. All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, personal representatives, successors and permitted assigns of the parties hereto. 10.4 GOVERNING LAW -- This Agreement shall be governed by and construed in accordance with the laws of the State of New Hampshire, excluding its principles of conflicts of laws, and the parties hereby irrevocably submit to the jurisdiction and venue of the courts of Rockingham County, New Hampshire to adjudicate any dispute arising hereunder or relating hereto. 10.5 NO WAIVER -- No exercise of waiver, in whole or in part, of any right or remedy provided for in this Agreement shall operate as a waiver of any other right or remedy. No delay on the part of any party in the exercise of any right or remedy shall operate as a waiver thereof. 4 10.6 PUBLICITY -- Seller agrees it shall not release any publicity with respect to the transactions provided for herein or make any announcement. 10.7 LEGAL ADVICE -- Seller, Shareholders, and Purchaser acknowledge that they have had the opportunity to consult with independent counsel of their choice with regard to the transactions contemplated under this Agreement, prior to the execution of this Agreement. 10.8 BACKGROUND; ENUMERATIONS AND HEADINGS -- The "Background," enumerations and headings contained in this Agreement are for convenience of reference only and are not intended to have any substantive significance in interpreting this Agreement. 10.9 NO BROKER -- Each party warrants and represents that it has not dealt with or retained a broker in connection with this transaction and that no entity or individual is entitled to receive a fee as the result of the consummation of the transactions contemplated under this Agreement. 10.10 ASSIGNMENT -- This Agreement is not assignable by Seller or Purchaser. 10.11 NO THIRD-PARTY BENEFICIARIES -- This Agreement is written solely to set forth the respective rights and obligations of the parties hereto and is not intended to create or convey any rights whatsoever with respect to any third party. 10.12 RESALE - Purchaser agrees that if Purchaser Sells Enco or substantially all of the assets of the Enco within 3 years of the Payment Date, then Purchaser shall pay Seller 10% of the net proceeds of the sale in addition to the accelerated payment of all amounts owed hereunder. IN WITNESS WHEREOF, the parties hereto have executed this Agreement under seal effective as of the day and year first above written. ATTEST: SELLER ______________________________ By:______________________________(SEAL) ATTEST: PURCHASER ______________________________ By:______________________________(SEAL) 5