Asset Purchase Agreement between Four J's Enterprises and Western Media Group Corporation

Summary

Four J's Enterprises agrees to sell certain assets, listed in Schedule A, to Western Media Group Corporation (WMGC) in exchange for 2,000,000 shares of WMGC common stock. The assets will be transferred free of liens and encumbrances, and the Seller guarantees clear title. The Seller also makes several representations about ownership, tax status, and investment knowledge. The shares received are restricted securities and subject to resale limitations. The agreement is governed by New York law and is binding on successors and assigns.

EX-2.1 3 exh2-1.txt ASSET PURCHASE AGREEMENT Exhibit 2.1 ASSET PURCHASE AGREEMENT THIS AGREEMENT made this twenty-third day of January 2002 by and between Four J's Enterprises (the "Seller"), and Western Media Group Corporation, a Minnesota Corporation ("WMGC" or the "Purchaser"). WITNESETH: In consideration of the mutual covenants hereinafter contained, it is hereby agreed by and between the parties hereto as follows: 1. Seller shall sell and Purchaser shall purchase, free and clear of all liens, encumbrances, liabilities and other defects to clear title of the assets of the Seller, that are listed, described and enumerated on Schedule A, hereto (the "Assets"), which is attached hereto and by this reference made a part hereof. 2. Purchaser shall pay the Seller as the purchase price for the foregoing, a consideration payable in 2,000,000 shares (the "Shares") of WMGC common stock, par value $0.001 per share (the "Common Stock"). 3. Seller shall sell, assign, transfer, and convey to Purchaser the Assets, free and clear of all liens, encumbrances, liabilities and other defects to clear title. 4. All equipment included in the sale shall be in good working condition at the time of sale. Purchaser shall accept the Assets "as is" without warranty as to their condition and operation. 5. Seller is hereby delivering to Purchaser possession of the Assets, and good and sufficient instruments of transfer, as applicable, conveying and transferring the Assets to Purchaser. Purchaser shall deliver the shares to Seller within twenty (20) business days from the date of this Agreement. Seller hereby covenants and warranties that Seller has good and marketable title in and to the Assets. 6. Seller covenants, warrants and represents: (a) Seller is not presently involved in any activity or outstanding dispute with any taxing authority as to the amount of any taxes due, nor has Seller received any notice of any deficiency, credit or other indication of deficiency from any taxing authority. (b) Seller is the owner of and has good and marketable title to all of the Assets, free and clear of all liens, encumbrances, liabilities or other defects to clear title. (c) The Seller shall indemnify and hold harmless WMGC, its representatives, successors, subsidiaries, shareholders, partners, predecessors, heirs, executors, assigns, officers, directors, employees, agents, consultants or affiliates from any and all claims of its creditors and such Assets shall transfer to Purchaser, free and clear of all liens, encumbrances, liabilities, or other defects to clear title. All representations and warranties made by Seller shall survive the execution of this Agreement and delivery of the Assets. (d) DISCLOSURE OF INFORMATION. Seller believes it has received or has had full access to all the information it considers necessary or appropriate to make an informed investment decision with respect to the Common Stock to be acquired by the Seller under this Agreement. Seller has had an opportunity to ask questions and receive answers from the Purchaser regarding the terms and conditions of the offering of the Common Stock and to obtain additional information (to the extent the Purchaser possessed such information or could acquire it without unreasonable effort or expense) necessary to verify any information furnished to the Seller or to which the Seller had access. Seller has not relied on any oral representation made by WMGC, its representatives, subsidiaries, shareholders, partners, predecessors, heirs, executors, assigns, officers, directors, employees, agents, consultants or affiliates. (e) INVESTMENT EXPERIENCE. The Seller understands that the acquisition of the Shares involves substantial risk. The Seller has experience as an investor in securities of companies in the development stage and acknowledges that it can bear the economic risk of ownership of the Shares. (f) INVESTMENT KNOWLEDGE. The Seller, either alone, or with a purchaser representative, has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of acquiring the Common Stock. (g) RESTRICTED SECURITIES. The Seller understands that the Shares are characterized as "restricted securities" under the Securities Act of 1933 (the "Act") inasmuch as they are being acquired from WMGC in a transaction not involving a public offering and that under the Act, and applicable regulations thereunder, such securities may be resold without registration under the Act only in certain limited circumstances. In this connection, The Seller represents that it is familiar with Rule 144 and Regulation D of the U.S. Securities and Exchange Commission, as presently in effect, and understands the resale limitations imposed thereby and by the Act. The Seller acknowledges that if any transfer of the Common Stock is proposed to be made in reliance upon an exemption under the Act, the Purchaser may require an opinion of counsel satisfactory to the Purchaser that such transfer may be made pursuant to an applicable exemption under the Act. The Seller acknowledges that, so long as appropriate, a legend similar to the following may appear on the certificates representing the Shares: THESE SHARES HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933. THE SHARES EVIDENCED BY THIS CERTIFICATE CANNOT BE TRANSFERRED, OFFERED, OR SOLD UNTIL AFTER _____ (ONE YEAR AFTER COMPLETION OF THE TRANSACTION). 8. This Agreement shall be binding upon the personal representatives, successors and assignees of the Parties. This Agreement and any accompanying instruments and documents include the entire transaction between the Parties and there are no representations, warranties, covenants or conditions, except those specified herein or in accompanying instruments and documents. 9. All covenants, warranties and representations herein shall survive this Agreement and delivery of the Assets. 10. This Agreement constitutes an integration of the entire understanding and agreement of the Parties with respect to the matters referred to in this Agreement. Any representation, promise or condition, whether written or oral, among or between any of the Parties with respect to the matters referred to in this Agreement which is not specifically incorporated into this Agreement shall not be binding upon any of the Parties hereto and the Parties acknowledge that they have not relied, in entering into this Agreement, upon any representations, promises or conditions not specifically set forth in this Agreement. No prior oral or written understanding, covenant, or agreement between the Parties with respect to the matters in this Agreement shall survive the execution of this Agreement. 11. No supplement, modification, or amendment to this Agreement shall be binding unless executed in writing by all of the Parties. No waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a binding waiver. No waiver shall be binding unless executed in writing by the Parties making the waiver. 12. This Agreement shall be construed according to its fair meaning as if prepared by all Parties. This Agreement shall be construed as a severable and divisible contract. In the event that any portion of this Agreement is found to be unenforceable by a court, the remaining portions of this Agreement shall remain valid and enforceable. -2- 13. Each Party has had the opportunity to, and has received, independent legal advice from counsel of his or its choice with respect to the advisability of executing, and with respect to the execution of, this Agreement. 14. This Agreement shall be governed in all respects by the laws of the State of New York. IN WITNESS WHEREOF, the Parties have executed this Settlement Agreement as of the aforementioned date. 4 J'S ENTERPRISES WESTERN MEDIA GROUP CORPORATION - ------------------------------ ----------------------------- Joseph Lagano Konrad Kim, President -3-