ASSET PURCHASE AGREEMENT
Dated as of November 7, 2000, by and between
VAST TECHNOLOGIES HOLDING CORPORATION,
a Delaware corporation,
and ACCELERATED LEARNING INSTITUTE, INC.,
a Nevada corporation
ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT (this "Agreement") is entered into as of
November 7, 2000, between Vast Technologies Holding Corporation ("Vast" or
"Buyer"), a Delaware corporation, and Accelerated Learning Institute, Inc.
("ALI"), a Nevada corporation, upon the following premises:
A. Vast is a dormant state Company whose shares are quoted on the Nasdaq
Electronic Bulletin Board under the symbol "VTHC."
B. ALI is a privately held corporation in the business of developing
courses in the Accelerated Learning modality that provide optimum learning
efficiency for the user. ALI owns certain proprietary technology and other
property and assets, and related tradenames, copyrights and trademarks, which
are used in the operation of ALI's business.
C. This Agreement provides for the sale by ALI, and the purchase by Vast,
of certain Acquired Assets, defined hereinafter, in exchange for cash,
consistent with all of the terms and conditions as hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing premises and of the
provisions, representations, warranties, covenants and agreements contained
herein and other good and valuable consideration, the parties agree as follows.
"ACQUIRED ASSETS" means all right, title, and interest in and to the
following ALI assets: (i) ESL Spanish course currently being developed under
contract to Vigillio Lopez Ivish; (ii) Intellectual property rights relating to
Cocokids, a foreign language training course for preschool children. Currently
available for French, Spanish and English as a foreign language. (There is an
author's royalty payable to a third party on this product); and (iii) The
home-study foreign language distribution business of ALI including French,
German, Italian and Spanish courses. This will involve the transfer of the
inventory, Web site, (www.learnalanguage.com) and goodwill (existing repeat
customers). ALI is the sole distributor of these courses under an agreement with
Accelerated Learning Systems Ltd., a British company.
"BASIS" means any past or present fact, situation, circumstance, status,
condition, activity, practice, plan, occurrence, event, incident, action,
failure to act, or transaction that forms or could form the basis for any
"CASH" means cash and cash equivalents (including marketable securities and
short term investments) calculated in accordance with GAAP.
"GAAP" means United States generally accepted accounting principles as in
effect from time to time.
"INTELLECTUAL PROPERTY" means (a) all inventions (whether patentable or
unpatentable and whether or not reduced to practice), all improvements thereto,
and all patents, patent applications, and patent disclosures, together with all
reissuances, continuations, continuations-in-part, revisions, extensions, and
reexaminations thereof, (b) all trademarks, service marks, trade dress, logos,
trade names, and corporate names, together with all translations, adaptations,
derivations, and combinations thereof and including all goodwill associated
therewith, and all applications, registrations, and renewals in connection
therewith, (c) all copyrightable works, all copyrights, and all applications,
registrations, and renewals in connection therewith, (d) all mask works and all
applications, registrations, and renewals in connection therewith, (e) all trade
secrets and confidential business information (including ideas, research and
development, know-how, formulas, compositions, manufacturing and production
processes and techniques, technical data, designs, drawings, specifications,
customer and supplier lists, pricing and cost information, and business and
marketing plans and proposals), and (f) all copies and tangible embodiments
thereof (in whatever form or medium).
"KNOWLEDGE" means actual knowledge after reasonable investigation.
"LIABILITY" means any liability (whether known or unknown, whether asserted
or unasserted, whether absolute or contingent, whether accrued or unaccrued,
whether liquidated or unliquidated, and whether due or to become due), including
any liability for Taxes.
"ORDINARY COURSE OF BUSINESS" means the ordinary course of business
consistent with past custom and practice (including with respect to quantity and