ASSET PURCHASE AGREEMENT
BETWEEN
RPM TECHNOLOGIES, INC.
&
SAVOIA CORPORATION
Whereas, between 1995 and 1998 Savoia Corporation (hereinafter
"Savoia") conducted research and development into the design and engineering of
plastic pallets made from recycled plastic material. These pallets were intended
to compete with standard wooden pallets used throughout the shipping industry
today. The intention was for the pallets to be stronger, lighter, and more
durable, as well as, being environmentally friendly through the use of recycled
plastic.
Further, during Savoia's initial research and development it was funded
by principals and individual investors who were desirous to be involved in this
project. These investors were Savoia's only source of capital for the research
and development of the plastic pallet designs. Savoia had no revenues; it was
strictly a research and development company.
Whereas, from 1995 until 1998, Savoia's research and development was
carried out through the use of various outside consultants and engineering
firms. This R & D produced plastic pallets: stackable and rackable versions. The
cost of the research and development was approximately $470,000.00.
On January 3, 1999, Savoia offered RPM Technologies, Inc. (hereinafter
"RPM") the designs and engineering and all other rights to Savoia's plastic
pallet designs. For the $470,000 expended, RPM agreed to give Savoia 4,086,956
shares of its common stock for all the rights to the design, engineering,
production and sales of the plastic pallets and the assumption of all Savoia's
other assets and liabilities, which includes but is not limited to, all
promissory notes outstanding and any other debt, past or present, that may
exist.
The Board of directors of RPM unanimously accepted Savoia's offer, as
follows;
1. RPM berewith agrees to pay Savoia in common stock, at $.115 per share,
4,086,956 shares of common stock, for the sale of all assets and
liabilities and all pallet designs and technology.
2. Upon execution of this Agreement, Savoia then will have only one asset
in its company, the RPM common stock. Savoia will then disseminate its
assets to its shareholders at Savoia's sole discretion.
This Agreement on the 4th day of January 1999 is approved by the undersigned.
For Savoia Corporation: For RPM Technologies, Inc.
/s/ Xxxxxxx Xxxxx /s/ Xxxxx Xxxx
----------------- --------------
Xxxxxxx Xxxxx, President Xxxxx Xxxx, Chairman
Savoia Corporation RPM Technologies
Attest: Attest:
/s/ Xxxxxx Xxxxxxx /s/ Xxxxx Xxxx
------------------ --------------
Xxxxxx Xxxxxxx, Vice President Xxxxx Xxxx, Vice President
Savoia Corporation RPM Technologies
(CORPORATE SEAL OMITTED) (CORPORATE SEAL OMITTED)
