EX-5.2 4 ex5-2_asset.txt EXHIBIT 5.2 ASSET PURCHASE AND SALE AGREEMENT This agreement is made effective as of the date set forth below, by and between the parties hereto with respect to the following facts: A. Seller wishes to sell and Buyer wishes to certain assets of Greenview Energy, Inc., a Delaware corporation, referred to as Seller herein. B. Seller is a wholly-owned subsidiary of Powersource Corp., a California corporation ("Powersource"), and the parties understand and agree that Powersource will obtain certain benefits arising out of this agreement and that Powersource is an intended beneficiary of this agreement. C. Prior to the execution of this agreement, Powersource entered into an agreement with Buyer under the terms of which Powersource became indebted to Buyer for certain sums, and it is the intention of this agreement to terminate the prior agreement between Powersource and Buyer and to eliminate any present or future liability of Powersource to Buyer pursuant to that agreement. NOW, THEREFORE, the parties agree as follows: 1. PARTIES The parties to this agreement are: a. Seller ------ Greenview Energy, Inc., a Delaware corporation. b. Buyer ----- Voice and Wireless, a Minnesota corporation, referred to herein as Buyer. 2. TERMS OF PURCHASE AND SALE a. Seller hereby offers to sell and Buyer hereby offers to purchase certain tangible personal property and certain intangible property owned by Seller on the terms and conditions herein specified. b. Buyer hereby offers and Seller hereby accepts Buyer's offer to purchase the property described herein in exchange for Buyer's release of all claims against Powersource, as more fully described herein. c. Seller shall retain rights under its agreement with EconoWatt Corporation, to establish distributorships in the states of Washington, Oregon and Idaho, subject to an irrevocable option in favor of Buyer to acquire such rights for the total sum of $100. 3. WARRANTIES AND REPRESENTATIONS BY SELLER Seller hereby represents and warrants that: a. It is the owner of all of the tangible personal property listed on Schedule A attached hereto and incorporated by reference. b. It is the owner of the following intangible property: (1) Seller's rights under that certain agreement between Seller and EconoWatt Corporation; Asset Purchase and Sale Agreement Page 1 of 9 (2) Seller's customer list, which is attached as Schedule B and incorporated by this reference; (3) Seller's network of distributorships and all rights accruing to Seller under the agreements between Seller and its distributors. A list of all of Seller's distributors is attached as Schedule C and incorporated by this reference; and (4) Seller's rights in the trade name "STABILUX" and all rights to own and operate the top-level internet domains named "Stabilux.com" and "Greenview Energy.com" c. The transfer pursuant to the terms of this agreement of Seller's rights under Seller's agreement with EconoWatt does not constitute an event of default of that agreement. d. There are no liens, security interests or other claims encumbering the tangible or intangible property which is the subject of this agreement. e. Seller is not in default under the terms of the license agreement between Seller and EconoWatt Corporation, pursuant to which Seller has certain rights to distribute certain electrical equipment described therein. f. Seller's board of directors has authorized Seller to enter into this agreement. 4. WARRANTIES AND REPRESENTATIONS BY BUYER a. Buyer is a duly organized and existing corporation under Minnesota law. b. Buyer's board of directors have authorized Buyer to enter into this transaction. 5. CONDITIONS PRECEDENT TO BE SATISFIED BY SELLER a. Seller shall make available for inspection upon reasonable notice by Buyer all tangible property set forth on Schedule A. b. Seller shall execute and deliver at the Closing a bill of sale for all tangible personal property in the form provided in Schedule D. Buyer and Seller agree that the fair market value of the equipment specified in Schedule D is $44,810. c. Seller shall execute and deliver at the Closing any and all documents convenient or necessary to transfer to Buyer all of Seller's rights under its agreement with EconoWatt. 6. CONDITIONS PRECEDENT TO BE SATISFIED BY BUYER a. Buyer shall execute and deliver at the Closing a release of claims against Powersource in the form provided in Schedule E, Buyer and Seller agree that as of 03-06-2002 total accrued value of the claims is $261,000. 7. CLOSING PROCEDURES a. The Closing Date of this agreement shall be March 6, 2002. b. The Closing of this agreement shall be held at the office of Sellers' counsel. c. Buyer shall deliver at the closing the release of claims against Powersource in the form provided in Schedule E. d. Seller shall deliver a duly executed bill of sale in the form provided in Schedule D. e. Seller shall deliver its customer list. f. Seller shall deliver duly executed assignments of Seller's rights under its agreements with its distributors. Asset Purchase and Sale Agreement Page 2 of 9 g. Upon review of the documents submitted at the Closing to determine if such documents satisfy the requirements of this agreement, Sellers' counsel shall deliver to Buyer's counsel all documents required to be delivered by Sellers at the Closing. h. Upon review of the documents submitted at the Closing to determine if such documents satisfy the requirements of this agreement, Sellers' counsel shall deliver to Sellers all documents required to be delivered by Buyer at the Closing. 8. EVENTS OF DEFAULT AND REMEDIES a. DEFAULT BY SELLER Seller shall be deemed in default under the terms of this agreement upon the occurrence of any of the following conditions or events: (1) Sellers' failure to deliver at the Closing a duly executed bill of sale. (2) Sellers' failure to deliver at the Closing duly executed documents assigning to Seller its rights under the agreements with its distributors. b. BUYER'S REMEDIES UPON DEFAULT BY SELLERS Upon Sellers' default as defined in this agreement, Buyer may terminate this agreement and will be under no further obligation to render any performance pursuant to the terms of this agreement. c. DEFAULT BY BUYER Buyer shall be deemed in default under the terms of this agreement upon the occurrence of any of the following conditions or events: (1) Buyer's failure to deliver at the Closing the duly executed release of claims against Powersource. d. SELLER'S REMEDIES UPON DEFAULT BY BUYER 1) Upon Buyer's default under sub-section 8.c.(1), Seller may terminate this agreement and will be under no further obligation to render any performance pursuant to the terms of this agreement. 9. ENTIRE AGREEMENT This document embodies the entire agreement between the parties, and there are no prior or contemporaneous oral agreements between the parties which have any force or effect after the execution of this agreement. All prior communications, negotiations, and representations, whether oral or written, are merged into this agreement. This agreement may be modified only by a written document signed by all parties to this agreement. 10. CONTROLLING LAW This agreement shall be construed in accordance with the laws of the State of California without regard to choice of law principles. 11. SEVERABILITY Should any provision of this agreement be declared unenforceable, the remaining provisions of this agreement shall remain in full force and effect. Asset Purchase and Sale Agreement Page 3 of 9 12. ATTORNEY'S FEES Should any action be brought to enforce the terms of or interpret this agreement, the prevailing party in such action shall be entitled to recover its attorney's fees and costs incurred in connection with such action. Voice & Wireless Corporation, a Minnesota Greenview Energy, Inc., a Delaware corporation corporation /s/ Mark Haggerty /s/ E. Douglas Mitchell ---------------------------- ----------------------- By: Mark Haggerty, President By: E. Douglas Mitchell /s/ Illya Bond ----------------------- Illya Bond /s/ Roman Gordon ----------------------- Roman Gordon Schedule A -------------------------------------------------------------------------------- GreenView Energy Furniture & Equipment -------------------------------------------------------------------------------- DESCRIPTION PURCHASE PURCHASE MARKET IREM Stabilux Demo (10) Sep-01 14500 14500 IREM Stabilux EMR-10kva 120 (no-ETL) (2) Jun-01 2500 1250 IREM Stabilux PMR 25kva 277 (no-ETL) (2) Jun-01 9200 4400 IREM Stabilux PMR 25kva 120 (ETL) (1) Sep-01 5710 5710 IREM Stabilux PMR 15kva 120 (ETL) (1) Sep-01 4850 4850 Power light w/stand Jul-01 50 45 Light display Jul-01 500 300 Digital Light Meter Jul-01 120 100 Display w/case Jun-01 2600 2300 Desk Joe Jun-01 325 275 Desk Jeff Jun-01 225 200 Burgandy Chairs (2) Jun-01 90 80 Black Chairs (3) May-98 45 20 Black Desk Chair (1) May-99 50 40 Computer Joe Jan-01 850 350 Computer Jeff Mar-00 1200 300 Computer Laptop Jul-01 1758 1200 Printer (Brother Laser) Oct-98 400 100 Scanner (mustek 600 III EP plus) Feb-99 150 40 Network Hub Jul-01 120 80 Reception Chairs (green) (4) Oct-98 400 200 Reception glass tables (2) coffee & end Oct-98 300 150 Storage Cabinet Jul-01 180 150 File Cabinets (2) Jul-01 165 150 Podium Stand Jul-01 35 30 Pictures Stabilux (framed) (11) Jul-01 400 200 Media Filing Unit (w/36 shelves) Aug-01 50 45 Folding Table Oct-98 25 20 Computer Printer Table Aug-01 225 150 Dry Erase Board Feb-99 40 30 Cork Board Jul-01 25 20 Ladder Jun-00 35 25 Coffee Maker Jul-01 25 15 Heavy Duty Stapler Feb-00 15 10 Marketing Materials (40% remaining) Jul-01 18500 7400 Total $44,735 Schedule B CUSTOMER LIST William Hurst Property Mgmt Beachhouse Restaurant Group BrookHollow California State University system University of California system County of Los Angeles County of Riverside County of San Diego City of San Diego State of California State of Oregon CBS G&K Property Mgmt Glen Towers Apts UniLevy Capital Corp Epner Technologies Inland Cold Storage Mesa Partners Midwest Warehouse Performance Honda Steadfast Properties Home Depot Cosco The Target Group The Tenent Group Times Square Center Douglas Burgers Toyota of Orange USA Petroleum Ft. Lee US Army Base USC Wally Park Sprint Cushman Wakefield Ardan Next Step Schedule C DEALER LIST Donnie Anderson, MI Manny Borookhim, CA Richard Dorman, CA David Eng, CA Ed Tiatecki, DC Lisa Miller, NJ Val Pawlowski, WI Dwight Baker, VA George Speranza, NY John Thorson, CA Hank Zelma, MI On Site, CA Don Lupo, American Lighting Specialist, CA Rod Norman, Cenercon, TX CISO, CA Aaron Hasak, Dynamic Dev Inc., WV John Jazwinski, Factory Automation Sys, Canada Larry Adams, Global Energy Visions, CA Eric Nelson, Innovative Energy Solutions, IL Mark Paepcke, L&P Consulting, PA Thomas Milne, M&M Sales, OH Robert Hernandez, PowerQuality Solutions, CA Joe Demby, Radian, VA Raphael Levy, RY & Co PowerGroup, CA Kevin Murray, Sebago Energy Conservation, CT Al Lavilla, The Target Group, NY Floyd Atkins, Verve Energy Solutions, TX Schedule D BILL OF SALE For good and valuable consideration, receipt of which is hereby acknowledged, Greenview Energy, Inc., a Delaware corporation, hereby sells, transfers, and sets over to Voice and Wireless Corp., a Minnesota corporation, all of its right, title and interest in and to the following items of personal property: IREM Stabilux Demo (10) IREM Stabilux EMR-10kva 120 (no-ETL) (2) IREM Stabilux PMR 25kva 277 (no-ETL) (2) IREM Stabilux PMR 25kva 120 (ETL) (1) IREM Stabilux PMR 15kva 120 (ETL) (1) Power light w/stand Light display Digital Light Meter Display w/case Desk Joe Desk Jeff Burgandy Chairs (2) Black Chairs (3) Black Desk Chair (1) Computer Joe Computer Jeff Computer Laptop Printer (Brother Laser) Scannar (mustek 600 III EP plus) Network Hub Reception Chairs (green) (4) Reception glass tables (2) coffee & end Storage Cabinet File Cabinets (2) Podium Stand Pictures Stabilux (framed) (11) Media Filing Unit (w/36 shelves) Folding Table Computer Printer Table Dry Erase Board Cork Board Ladder Coffee Maker Heavy Duty Stapler Marketing Materials (40% remaining) Greenview Energy, Inc. /s/ E. Douglas Mitchell ----------------------- By: E. Douglas Mitchell /s/ Illya Bond ----------------------- Illya Bond /s/ Roman Gordon ---------------------- Roman Gordon Schedule E RELEASE OF CLAIMS For good and valuable consideration, receipt of which is hereby acknowledged, the undersigned, and each of them, do hereby forever release, discharge, and acquit Powersource Corp., a California corporation, from and against any and all claims, demands, obligations, costs, expenses, actions, or causes of action which they, or either of them, may have, hold, possess or otherwise maintain against Powersource Corp. whatsoever, whether in law or in equity, and of every kind, nature and description, which the undersigned has ever had, or may hereafter have for or by reason of any cause, matter or transaction whatsoever, whether known or unknown, latent or patent, liquidated or unliquidated, contingent or non-contingent, suspected or claimed, or which could have been claimed or asserted, now or in the future, which arose or existed on or before the effective date of this agreement. The undersigned, and each of them, expressly waive the benefit of the provisions of Section 1542 of the California Civil Code, or any other statute of similar import or effect. Section 1542 provides as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." In making this voluntary and express waiver of Section 1542, the undersigned acknowledge that they may discover at some time in the future facts or claims in addition to those presently known or believed to exist with respect to the subject matter of this agreement, and that it is their intention nevertheless to hereby fully and forever release Powersource Corp. from any and all such matters, claims and disputes, and the release given hereby is, shall be and shall remain as a full, complete and unconditional general release notwithstanding the discovery or existence of any such additional or different claims or facts. Voice and Wireless Corp. /s/ Mark Haggerty ------------------------------ By: Mark Haggerty /s/ Mark Haggerty ------------------------------ Mark Haggerty, individually