ASSET PURCHASEAGREEMENT

Exhibit 10.2

ASSET PURCHASE AGREEMENT

This Agreement, including all Exhibits attached hereto and incorporated herein (“Agreement”) is entered into on this November 25, 2014 by and between (1) Watson Health Care, Inc. whose principal office located at 2755 Carpenter Road, Ste 3NW, Ann Arbor, Michigan; and Affordable Nursing, Inc. whose principal office located at 1426 N State St, Gladwin, Michigan, both Michigan corporations, in good standing, and (2) Accelera Innovations, Inc, a Delaware corporation in good standing, with its principal office located at 20511 Abbey Dr, Frankfort, IL 60423 (hereinafter referred to as “Purchaser or Accelera”), or its assignee.

WITNESSETH

Watson Health Care and Affordable Nursing (SELLER) is engaged in the business of providing home health care services for mental health, seniors, children, skilled nursing, therapists, wellness education, physical assistance, and special care situations; and

Purchaser is a Delaware corporation in good standing; and

Purchaser is engaged in the business of owning and operating Out-Patient Health Care Companies; and

WHEREAS, SELLERS Shareholders wish to sell and Purchaser wishes to buy all of the assets of Watson and Affordable.

WHEREAS, Seller and Buyer shall agree to a mutually acceptable “Transition” period wherein Kevin Watson shall work with Purchaser, to transition the Businesses over to Purchasers control.

NOW, THEREFORE, for and in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

All record shareholders of Watson and Affordable agree to sell all of the assets of those entities and Purchaser agrees to purchase all such Assets upon the terms and conditions hereinafter set forth.

Current SHAREHOLDERS of Watson and Affordable are: 100% Kevin Watson

Consideration to the record shareholders shall consist of a basic payment of $3,000,000 .00 to Shareholders or assignee, with payments made as follows:

If following execution of this Purchase Agreement, Purchaser elects not to complete the transaction, the deposit(s) made by Purchaser in compliance with Article 2 above will be retained by Seller and the deposit shall be deemed as liquidated damages for the failure to complete the contract terms.

Funds Belonging To Seller/Post Closing

No post-closing revenue shall accrue to Seller. Seller is selling all assets of the two entities including, but not limited to: Accounts Receivable, cash in banks, furniture, fixtures and equipment, business records, patient and provider lists referral lists and names and any and all other assets owned by the two entities. Purchaser shall pay business expenses of the Company from A/R and cash in the bank which have accrued prior to Closing. Seller shall not deplete the cash in banks so that there is sufficient cash at Closing to pay said agreed upon expenses of operations.

Seller agrees to operate its business in the same manner as it has been operated heretofore, and will diligently promote the growth of such businesses in an efficient and productive manner. Seller agrees not sell any of its assets except as is normal in the ordinary course of its day-to-day business operations, nor borrow monies, nor incur encumbrances except as may be reasonably required to facilitate the operation and .growth of such businesses.

The following events shall also be deemed to be a default by the Purchaser:

The following events shall be deemed to be a default by Seller:

Unless otherwise specifically provided otherwise in this Agreement, the cure period for the failure to perform any obligation of a party pursuant to the terms of this Agreement shall be thirty (30) calendar days after sending Notice of such failure to the failing party.

Each party shall bear its own costs of accounting and legal services in connection with this Agreement.

11A Seller Hold Harmless

Seller does hereby indemnify and reimburse Purchaser for and shall hold and save Purchaser harmless from and against all liabilities, debts, taxes, costs, claims, expenses, actions or causes of action, losses, damages of any kind whatsoever (including costs of litigation, investigation, and reasonable attorney’s fees, but not including standard accounts receivable and accounts payable amounts) now existing or that may hereafter arise from or grow out of Seller’s operation and/or ownership of Seller’s Company prior to the Final Closing Date, either directly or indirectly, other than for ordinary business expenses incurred in the operation of the Subject Corporation.

11B Purchaser Hold Harmless

Purchaser does hereby indemnify and reimburse Seller for and shall hold and save Seller harmless from and against all liabilities, debts, taxes, costs, claims, expenses, actions or causes of action, losses, damages of any kind whatsoever (including costs of litigation, investigation, and reasonable attorney’s fees, but not including standard accounts receivable and accounts payable amounts) that may hereafter arise from or grow out of Purchaser’s operation and ownership of Purchaser’s business after the Final Closing, either directly or indirectly.

Purchaser will, if it so chooses, execute employment contracts with desired employees, as described in Exhibit “A” attached hereto.

Attached hereto as “Exhibit B” is a list or-Seller’s current assets, including information, where applicable, regarding any leases or encumbrances which may relate to any such assets. Sellers’ shareholders warrant that assets will not be sold, encumbered, or acquired by Seller except in the normal and customary conduct of the businesses of the Subject Corporation during the term of this Agreement.

The parties agree that the terms and conditions of this Agreement and its exhibits are confidential between the parties and may not be disclosed to any third persons without the written consent of both parties except to the extent necessary to perform the obligations of this Agreement or as required by law or as already known in the public domain.

Seller’s represent that there is no litigation or proceedings pending to their knowledge against or relating to the Subject Corporation other than as has been disclosed to Purchaser in writing; nor does Seller know nor have reasonable grounds to know of any basis of any additional action or governmental investigation relative to the Subject Corporation, or its properties or businesses.

Any notice or demand required or desired to be given under this Agreement shall be in writing and shall be personally served or in lieu of personal service may be given at the addresses and/or fax numbers set forth herein or otherwise known to the parties. Any party may change its address or fax number by giving notice in accordance with the provisions of this section.

Such notice shall be deemed as received on the third business day after mailing by certified mail; or on the day after being sent next day delivery by a recognized overnight delivery service; or on the day sent by facsimile transmission provided that the sender can .show proof of such transmission and provided that an original of such notice is mailed by first class or certified mail, proper postage prepaid, within two business days of such facsimile transmission.

Notices may be sent as follows or as otherwise directed by either party:

The parties do not intend to confer any benefit hereunder on any person or party other than the parties hereto and their successors as described herein.

IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals as of the day and year first above written,

Exhibit A

WATSON EMPLOYMENT AGREEMENTS

Exhibit B

WATSON ASSETS

There is no leased equipment by either Watson Health Care or Affordable Nursing.

WATSON HEALTH CARE, INC

Ann Arbor

Hartland

Southfield  

Warren

Monroe 

Owosso  

AFFORDABLE NURSING, INC    

Gladwin   

Grand Rapids