Fixed Asset Purchase Agreement
Xxxxxx International Holdings, Inc. ("Xxxxxx") and MGS Grand Sports, Inc.
("MGS") hereby entered into an agreement to transact the following on June
18, 2008 in California.
1. Xxxxxx hereby agrees to acquire Fixed Assets as listed in Exhibit A from
MGS.
2. Xxxxxx will acquire the Name of the company Modena Sports Design, LLC. DBA
Harbor Guard (HG), web sites and domain names of both companies by
transferring to Xxxxxx.
3. In consideration for the above acquisition of fixed assets Xxxxxx will
issue 5,500,000 shares of common stockof which 5,445,000 will be issued to
MGS Grand Sports, Inc. and 55,000 shares to Xxxxxxxxx Design.
4. Xxxxxx will link the Xxxxxx website and Xxxxxx Marine (MM) website to HGB
website immediately upon signing this agreement
5. Sales commission agreement with existing agents will be renewed with Xxxxxx
Marine, Inc. (wholly Owned Subsidiary of Xxxxxx) and Harbor Guard Boats
separately. Sales commission will start accruing from the date of taking
delivery of the assets and inventory.
6. HGB will hand over all the existing orders to Harbor Guard Boats new
management team.
7. Xxxxxx will under take to produce and sell the customers from the date of
this agreement with Xxxxxxxxx'x help & guidance.
8. All previous sales liability will be the responsibility of Xxxxxxxxx.
9. New production by Xxxxxx is assumed from the time the agreement is signed.
10. Albert's new ideas will be estimated for approval by the Board of Xxxxxx.
After the approval of the Board, capital expense will be allocated for
Xxxxxx to work on the project
11. Right to use and exercise the License transferred by Xxxxxxxxx to produce
patented items under Xxxxxx include the following:
a) 12' Rescue and Fire Rescue water craft design
b) 15' Rescue and Fire Rescue water craft design
c) 18' Rescue and Fire Rescue water craft design
d) 20' Rescue and Fire Rescue water craft design
e) 24' Rescue and Fire Rescue water craft design
f) 26; Rescue and Fire Rescue water craft design
g) 28' Rescue and Fire Rescue water craft design
h) 30' Rescue and Fire Rescue water craft design
i) 35' Rescue and Fire Rescue water craft design
j) 22' Vortex
k) 30' Modena 302
l) All Water Pump technology and designs.
m) Doors
n) MCD System
o) New projects like Trash, Limousine, Taxi and all other marine related
projects
p) MM will also have the right to produce in any of the models mention
above in any configuration, such as Police Model, Patrol Model,
Military Model, Ballistic Model, etc....
12. Licensing Rights on Patents and Designs will be agreed upon under separate
licensing agreement between Xxxxxx and Xxxxxxxxx Designs. Xxxxxx will hold
the License rights in its name.
13. Xxxxxx will have the right to sub License the Rights to products it
produces to its subsidiaries and Associate companies by Xxxxxx Xxxxxxxxx'x
approval.
14. Xxxxxx will enter into separate contract with Hull and Deck manufacturer
which is done by Xxxxxx Xxxxxxxxx.
15. Assets list to include the following:
Hand Tools, Power Tools, 4 Chopper Gel Coat Machine, Welders, A Frame, Boat
dolly's, Boat hull stands, Fork Lifts.
16. Accounts payable representing the HG Inventory (raw material, parts, and
work in progress) under this purchase agreement will be Xxxxxx
responsibility. Payments on account of account payable will be paid to
Xxxxxx Xxxxxxxxx upon collection of money on boats completed and sold.
17. Rent of $6,500.00 will be paid monthly per lease agreement inclusive of all
taxes etc.
18. Xxxxxx will decide the economically sensible place to produce all
production.
19. Xxxxxxxxx will provide all necessary help to make a smooth transition to
Xxxxxx for expanding the business activity
20. Employment agreement will be drawn up separately with Xxxxxx Xxxxxxxxx in
par with Xxxxxxx Xxx Xxxxxx and Xxxxxx Xxxxxx.
21. Xxxxxx will have the right to pay all its past debts from present and
future Xxxxxx Marine boat sales.
22. All product liabilities of Harbor Guard Boats prior to this merger will be
sole responsibility of Xxxxxxxxx. Liability can be of any nature from
product liability to debt to any thing. And the same applies to Xxxxxx
Marine product liabilities.
23. Xxxxxx Xxxxxxxxx will be appointed Chairman and CEO of Harbor Guard boats,
Llc which is wholly owned by Xxxxxx
24. Xxxxxx will be appointed as Director of Xxxxxx International Holdings,
Insofar a period of Three years
25. If Harbor Guard Boats books need to be audited, cost of the audit will be
born by Xxxxxx.
Signature Page
-------------------------- ---------------------------------------------
MGS Grand Sports, Inc.
0000 Xxxxxxxxx Xxx., Xxxxx Xxxx, XX 00000
------------------------------------
Xxxxxx Xxxxxx, President
Xxxxxx International Holdings, Inc.
000 X. Xxxxxx Xxxxxx Xxx,
Xxx Xxxxxxxxxx, XX 00000
--------------------------------------------------------------------------------
-------------------------------------
Xxxxxxx Xxx Xxxxxx, CFO,
Xxxxxx International Holdings, Inc.
000 X. Xxxxxx Xxxxxx Xxx,
Xxx Xxxxxxxxxx, XX 00000
EXHIBIT A
Fixed Assets Schedule
Description Quantity
----------- --------
Machinery
---------
1. Komatsu FG 20 Fork Lift 1
2. Fans Hi Volume 2
3. Devolt Cutting Machine 1
4. Stool to Work on Pumps 1
5. Hydraulic Press 1
6. Rotating Screw Bins 3
7. Flat Sander 1
8. Drill Motor 2
9. A Frame Yellow 12' Duel Pick up 1
10. Power Vacuum 2
11. Rockwell Delta Cutting Machine Large 1
12. Ridge Cutting Machine 1
13. Accetely Torch Set 1
14. Engine Hoist 1 Ton 1
15. Xxxxxx Mastics Welding Machine 1
16. Lifting Bolt Jacks 2
17. Battery Charger 1
18. A Frame Electric 14' 1
19. Rockwell Delta Bench Saw 1
20. Rockwell Horizontal Cutting Saw 1
21. Chopper 2
22. Resin Machine 2
23. Ladder Movable 2
24. Trailer 30' Yellow 1
25. Trailer Black 1
26. Trailer Pacific Galvanized 1
27. Trailer at Sea Fab 1
28. Saw Table 1
29. Dolly 1
30. Compressor RED (Xxxxxx) 1
31. Scale 1
32. Dolly at Sea Fab 2
Tools
-----
33. Tools on the Rack 1
34. Tools in Boxes 3
35. Clamps for Gluing 200
Office Equipment
----------------
36. Cabinets 2
37. Time Card Machine 1
38. Blue Printing Machine 1
39. Tables 3
40. Desk 1
