Agreement for Sale of Business

AGREEMENT FOR SALE OF BUSINESS

AGREEMENT MADE 10-08-2013, between

SELLER PATRICIA L FRAME

Address 1096 HONEY CT

City/County/State/Zip PITTSBURG CA 94565

BUYER JASON HAMBY

Address 7633 McCONNEL DR

City/County/State/Zip CITRUS HEIGHTS CA 95610

The parties recite and declare:

1. Seller now owns and conducts a business known as THE IMAGEMAKERS, CABDOORNUMBERS.COM AND KARTATTOOZ.COM at 1096 HONEY CT, PITTSBURG CA 94565

2. Seller desires to sell and Buyer desires to buy such business for the price and on the terms and conditions hereinafter set forth.

FOR THE REASONS set forth above, and in consideration of the mutual covenants and promises of the parties hereto, Seller and Buyer covenant and agree:

1.Sale of Business. Seller agrees to sell and Buyer agrees to purchase, free from all liabilities and encumbrances, the abovedescribed business, including the goodwill of the business as a going concern, all of Seller’s rights under its contracts, licenses, and agreements, and all assets and used by Seller in such business as specified in Exhibit A, other than property specifically excluded. This sale does not include the cash on hand or in banks at the date of closing or such other property as is listed in Exhibit B.

2.Consideration. In consideration for the transfer of the above described business from Seller to Buyer, Buyer shall pay to Seller the sum of 65,000 dollars, which Seller shall accept from Buyer in full payment therefore, subject to the terms and conditions herein contained.

3.Allocation of Purchase Price. The purchase price shall be allocated to the various assets of the business as follows:

(A) Equipment, furniture, and fixtures including DC4 printer and computer with software to run it, 2 Graphtec 24" plotters and computer with Signlab software to run them, 2 vinyl racks and all remaining vinyl and masking rolls, corner edger, Dhale cutter for magnetics, 2 file cabinets, small portable file cabinet on wheels, large supply of shipping boxes, professional scanner, and any other business related items outlined on the Assets list attached which Jason would like to take. Total value: $28,090. SEE ASSETS LIST ATTACHED

(B) Goodwill which includes customer contact information, previous proposals and invoices, all previous graphics files in both CorelDraw and Signlab formats, plus printer files for the DC4 value $36,910.00

Total $65,000

4.Terms of payment. The purchase price shall be paid by Buyer to Seller as follows:

The sum of $7500 on the signing of this contract, to be placed into the Seller's account but left untouched until the closing of this sale: the balance of $57,500 in cash or by certified check, shall be paid to Seller on the following terms: Buyer will keep track of all sales in QuickBooks Pro, separating the sales of Imagemakers, Cabdoornumbers, and Kartattooz.com so that they can easily be tracked. Seller will be paid 25% of the sales for all invoices for the aforementioned businesses three months after the month of the invoices. (for example, invoices for the month of OCTOBER 2013 will be paid in JANUARY 2014, etc.) until the total of those monthly payments reaches the balance due of $57,500. The seller will have the right to inspect the QuickBooks records of the buyer until that balance is paid in full. The buyer has the right to pay off the remaining balance in full at any time.

5. Adjustments at Closing. Patricia Frame will not pass forward any unpaid bills for The Imagemakers, Cabdoornumbers, or Kartattooz.com. The seller will also pass forward the prepaid licensing of those website URL's, and balance of web hosting that has been prepaid. Buyer will have to pay for the changeover of the shopping cart to his business and accounts.

6.Time of Closing. The closing shall take place at a mutually agreed upon time at 1096 Honey Ct., or at an attorney of the buyer's choosing, if he so desires. If the buyer chooses to use an attorney to handle the sale, the seller will split the cost of having that attorney draw up the documents and handle the sale, up to a maximum of $500. After payment of the Deposit to Seller, and signing of all the sales contract, Seller shall deliver to Buyer such instruments of transfer as are necessary to transfer to Buyer the business and property referred to herein. Such instruments of transfer shall effectively transfer to Buyer full title to the business and property free of all liens and encumbrances.

7.Covenant Not to Compete. Seller shall not engage in a business similar to that involved in this transaction in any capacity, directly or indirectly, within 100 miles for a period of four years from the date of closing or so long as Buyer or his successors carry on a like business, whichever first occurs. For purposes of this Agreement, “business similar to that involved in this transaction” includes within its scope any vehicle graphics manufacturing business. Seller may offer services as a graphic artist if she wishes.

8. Representations of Seller. Seller represents and warrants that:

(a) She is duly qualified under the laws of the State of California to carry on the business as now owned and operated.

(b) She is the owner of and has good and marketable title to the property involved in this sale, free of all restrictions on transfer or assignment and all encumbrances except for those disclosed in Exhibit C.

(d) Seller has complied with, and is not in violation of, all applicable federal, state, and local statutes, laws, and regulations affecting Seller’s properties or the operation of Seller’s business.

(e) She will, up to the date of closing, operate his business in the usual and ordinary manner and will not enter into any contract except as may be required in the regular course of business.

9.Risk of Loss by Fire. Seller assumes all risk of destruction, loss, or damage by fire prior to the closing of this transaction. If any such destruction, loss, or damage amounts to more than $100,000 Buyer may at his option terminate this Agreement, depending on what remains intact. In such an event, the seller shall pay to Buyer the deposit money held by him, and the seller shall be discharged from all liability therefore.

10. Assumption of Liabilities. Buyer agrees to those liabilities that arise in the ordinary course of Seller’s business after the signing of this Agreement and after closing. Buyer shall not be liable for any of the obligations or liabilities of Seller of any kind and nature other than those specifically mentioned herein. Buyer will indemnify Seller against any and all liability under the contracts and obligations assumed hereunder, provided that Seller is not in default under any of such contracts or obligations at the date of closing.

11.Modification. No alteration or other modification of this Agreement shall be effective unless such modification shall be in writing and signed by the parties.

12.Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties and their successors and assigns.

IN WITNESS WHEREOF, the parties have executed this Agreement via e-mail

Seller DATE 10-08-2013

Buyer

Subscribed and sworn before me on this ___ day of ______, 20__.

Notary Public______(seal)

Attachments:

Exhibit A: Schedule of Assets Included

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HARD ASSET TRANSFERS WITH SALE NOTES

ESTIMATED VALUE

SUMMA DC4 THERMAL WIDE FORMAT 54" wide (NEW 12/2006) (new printhead JLUY. 2013) Cost new $21,000. Includes extra thermal tape

PRINTER 10500 cartridge holders as well as several full and partial rolls of thermal tape.

Graphtec 24" CE5000-60 plotter w stand 1200 purch Feb 2007 Cost new $1700

Graphtec 24" CE3000-60 plotter w stand 1000 purch Sept 2001 - used 6 years, set aside, works fine, cost new $2150

Two 24" vinyl roll racks - hold 44 rolls vinyl each 250 cost new $176 each plus shipping

Microtek flatbed professional scanner 100 cost new 2004 - $604 - can scan 35mm negatives into large format prints.

Dell XP computer to run Summa DC4 (has software purchased 4/2007 for $581 new from Dell, never hooked up to internet

installed for running DC4) w monitor 150

DEll computer to run plotter(s) (xp) purchased Dec. 2006, has CD and DVD drives, $1200 new. Has Signlab program installed,

150 with dongle, ready to start cutting.

Lassco Model 20Corner Rounder for magnetic signs rounds corners on magnetic signs (often used for cab doors)

125

DAHLE 27" heavy duty rotary cutter 150 Price new is $289. Used for cutting magnetic signface material

Large heavy duty shelving 4'w, 6'h, 2'deep 60 metal adjustable with 5 shelves

small desk for DC4 computer w monitor 15 inexpensive laminated desk with keyboard slideout, pocket for cpu

small desk used as weeding table 15 inexpensive laminated desk with 2 drawers

Large desk for office, 2 file drawers, 2 reg. drawers heavy duty desk - size is 75" wide, 35" deep, has 2 file drawers, 2 regular drawers. VERY

125 sturdy desk. Particle board/laminated construction. Functional, not flashy.

desktop shelving for office desk (2 units) heavy duty shelving for instruction manuals, office supplies - fit on the desktop. Overall size each

60 is 4'h x 2'w x 1'deep. 8 adjustable shelves. White.

shipping materials - corrugated boxes (flat, new) dozens of boxes in each of various sizes (total number will vary depending on when business is

300 sold) as well as chipboard envelopes in varied sizes

24" partial (and a few full) rolls of Premium 3M cast selling price is $7 per yard in full 50 yard rolls, $9 per yard for smaller lengths. Normally have

vinyl larger amounts of most popular colors, smaller amounts of less popular colors. Amount left will

vary based on when business is sold. This is the type of vinyl that should be used for all

2000 commercial vehicle graphics.

24" masking tape, full and/or partial rolls $90-$120 per roll. Amount left will vary based on when business is sold RLA conform tape, and

250 3M SPC3 for large prints

Co-Cut software, brand new, never used, with guide brand new, never used. Will run plotter and possibly the Summa DC4

book and dongle 700

Signlab OE Expert 7 software for plotter with dongle purchased Feb 2007, works with Graphtec. All cut files are in Signlab - cost new is over $2000.

700 Might be useable with DC4 as well (have not tried it)

Software- Dreamweaver 4 - to create websites, add older version but is what I have used for all 3 websites, easy to use, WYSIWYG

pages, etc. 15

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approx 172 CD's/DVD's with customer graphics files Roughly 80% of all commercial vehicle business is repeat business each year. Trucks are

backed up in CorelDraw, some eps files, plus Signlab replaced every 3 to 5 years. In order to determine the correct sizes, fonts, colors of graphics it

cut files plus indexing software for easy location of would require you to inspect the customer's vehicle, measuring all elements. You may need to re-

whatever you are looking for. draw the graphics designs. Having these available and easily found with the indexing program

used will save hundreds of hours every year. Every job includes the exact installation instructions

as well as cut files and layouts, all print files. All in CorelDraw X3 or earlier. You have over 3000

graphics files here, at least half of which are current. (IMPOSSIBLE TO PUT A VALUE ON THIS

0 - part of "goodwill")

CD with all previous PROPOSALS for customer No need to recalculate every job, or guess what the previous selling price was for any job. Each

graphics, by customer name and job, in pdf format (a proposal contains the decals cost on a separate line, installation (if quoted) on a separate line,

few older ones in .doc format) freight, taxes, online layout access info, and materials used information.(IMPOSSIBLE TO PUT

0 A VALUE ON THIS- part of "goodwill")

Excel file of all contacts (approx 3230 contacts) up to date but includes older contacts who may show up again. Can be imported into a contact

manager easily. Has name, company, phone, fax, email, www, address.(IMPOSSIBLE TO PUT

0 A VALUE ON THIS- part of "goodwill")

Portable file table on wheels Great for holding files for business tax receipts - will hold one full boxload of letter size file folders

75 in hanging file bin.

2 letter size file cabinets,5 drawers each, tan for keeping records of tax receipts over the years, business related files (insurance, workers

150 comp info, contracts, etc.)

TOTAL VALUE OF ABOVE hard assets

18090

PLUS THREE WEBSITES: ONE VERY COMPLETE WEBSITE FOR THE COMMERCIAL

VEHICLE GRAPHICS, (THEIMAGEMAKERS.COM) ONE RETAIL FOR SIMPLE CAR

WINDSHIELD DECALS SALES, THE OTHER ONLINE FOR ORDERING COMMERCIAL

VEHICLE NUMBERS/NAMES ETC. AS REQUIRED BY LAW. BETWEEN THE TWO SITES

(KARTATTOOZ.COM AND CABDOORNUMBERS.COM) ROUGHLY $12,000 PER YEAR IS

$10,000 GENERATED AT A PROFIT OF ROUGHLY 80%.

TOTAL VALUE OF HARD ASSETS PLUS

TWO RETAIL WEBSITES $28,090

Seller will also work with the Buyer until the end of 2013 to transition the business smoothly, teach the buyer to use both QuickBooks Pro and CorelDraw, and help the buyer by personally introducing him to the customers of The Imagemakers throughout the Bay Area. Seller will introduce the Buyer to suppliers of printed materials and help transition him to them, as well as to the installation group in the Bay Area. Seller will work with the Buyer and reveal pricing techniques, drawing techniques for layouts, using Dreamweaver 4 to create web pages for new customers, helping to modify the existing web sites to reflect the new ownership, etc. Seller will do all that is possible to do to help the Buyer get the orders coming in smoothly. Seller is willing to go to Sacramento to help the Buyer up to twice a week to train on new software, and by remote online work to help with particular software questions or issues.