Agreement For Purchase And Exchange Of Assets

AGREEMENT FOR PURCHASE AND EXCHANGE OF ASSETS


AGREEMENT dated as of the 29 day of December, 1995, by and among ASA INTERNATIONAL VENTURES, INC., a Delaware Corporation ("ASA Ventures"); and ASA INTERNATIONAL LTD., a Delaware corporation ("ASA International").


W I T N E S S E T H T H A T:


WHEREAS, ASA Incorporated ("ASA Inc."), a company which is engaged in the computer software business wishes to sell certain of its assets;


WHEREAS, ASA Ventures, a company which is engaged in the computer software business, wishes to acquire certain assets of ASA Inc. for the purpose of exchanging certain assets with ASA International; and


WHEREAS, ASA International wishes to engage in an exchange of assets with ASA Ventures.


Intending to be legally bound hereby, and in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:


1. PURCHASE OF ASSETS. ASA Ventures will use its best efforts to purchase and acquire from ASA Inc., all of the customer intangibles of ASA Inc. related to the CWI, BSD and Tire product lines (the "Assets") as more fully set forth on SCHEDULE 1 on or before December___, 1995. In the event that ASA Ventures is able to purchase and acquire the Assets, ASA Ventures agrees to enter into an Agreement for Exchange of Intangibles with ASA International.


2. REPRESENTATIONS AND WARRANTIES OF ASA INTERNATIONAL. ASA International represents and warrants to ASA Ventures, upon which representations and warranties ASA Ventures relies, and which representations and warranties shall survive the Closing, notwithstanding any investigation of the affairs of ASA International by ASA Ventures, as follows:


(a) ASA International is a corporation duly organized, validly existing and in corporate and tax good standing under the laws of the State of Delaware, and has full corporate power and authority to own its properties and carry on its business as it is now being conducted and as presently proposed to be conducted.


(b) ASA International has full power and authority (corporate and other) to execute and deliver this Agreement and consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby
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have been duly and validly authorized by the Board of Directors and stockholder of ASA International, and no other corporate actions or proceedings on the part of ASA International or its stockholder are necessary to consummate the transactions so contemplated.
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