AGREEMENT TO PROCEED: HEAVY EQUIPMENT PURCHASE
AGREEMENT
TO PROCEED: HEAVY EQUIPMENT PURCHASE
This
agreement to Proceed (“Agreement’) is entered into this __ day of April 2007 by
and between Inform Worldwide Holdings, Inc, with an office and place of business
at 0000 Xxxxx Xxxxxxxxxxx xxxxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 (“IWWI”) and
Kajon Materials, INC. X.X. Xxx 000, XxXxxxxx, XX 00000 (“Kajon”). The parties
hereto are sometimes referred to, individually, as a “Party” and, collectively,
as the “Parties”.
WHEREAS,
IWWI is a public company traded on the Over the Counter Bulletin Board (“OTCBB”)
and operates as a holding company for investments in the energy sector including
but not limited to coal transactions; and
WHEREAS,
Kajon holds the only lien and a perfected security interest with regard to
certain heavy equipment identified herein in Section 1 below (“HE”), which HE
has previously been pledged to Kajon by Xxxxx Xxxxx & Son, Inc. 0000 Xxxxx
000, Xxxxx, XX 00000 (“R Xxxxx”); and
WHEREAS,
the parties have entered into discussions whereby IWWI desires to obtain a
one
hundered percent (100%) ownership interest in said HE and Kajon desires to
release to IWWI a one hundred percent (100%) interest in said HE;
and
WHEREAS,
Kajon represents to IWWI that it has full power and authority to sell said
HE
free and clear to IWWI and Kajon has a perfected lien and security interest
in
said HE;
NOW,
THEREFORE, in consideration of the mutual covenants contained herein, the
Parties agree as follows:
1. Asset
Purchase of Heavy Equipment. On before May 11,2007, IWWI shall deliever to
Kajon 166,667 shares of IWWI restricted common stock (“IWWI Shares”)
as consideration for the purchase of a one hundred percent (100%)
ownership interest
in the following and simultaneously Kajon will release it’s security interest in
said H.E.
Heavy
Equipment Capacity Estimated
Dollar Value
235
Cat Excavator w/ Hyd. Hammer 32k244 95,000
lbs N/A
980
B Cat Loader
89P1345
8Yds $30,000
Cat
928 G Wheelloader
6XR00400 2.25Yds $60,000
Cat
960 F Loader
9ZJ00305
4Yds $50,000
JI
Case 580 K Backhoe/Hi Lift
Loader
8Yds $5,000
580
K case Loader
JJG0021315
8Yds $5,000
Case
W-26 Loader
9121064 3Yds $5,000
FD
40 Dozer
A03028 8Yds $30,000
FD
40 Dozer
89A4030 N/A $30,000
HD
Dozer
54M01483 N/A $15,000
Cat.
Ex. 322 L
09RL00219 N/A $30,000
50
Dover
42504008 N/A $50,000
Dart
600C
620250 N/A N/A
Komatsue
PC200-5
47532 N/A N/A
Fiat
Allis
945B N/A N/A
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2.
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Mutual
Buy-Back Provision. At any time within eighteen (18)
months following the date on which this Agreement is executed, IWWI
or any
of its designees, nominees, or assigns, have the option to buy-back
up to
150,000 IWWI Shares (of the 166,667 shares transferred in purchase
of a
100% interest in the HE and Kajon’s transfer of title in the HE to IWWI
free and clear.) IWWI’s option applies to any purchase in part or in whole
up to a maximum of 150,000 IWWI Shares where the basis for the per
share
per value purchase price is $200,000 for 150,000 IWWI Shares. Kajon
shall
have equal rights with IWWI.
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3.
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Appraisal. IWWI
will have the right in its sole discretion as the one hundred percent
(100%) owner of the HE to seek any third-party
financing on the HE and accordingly, IWWI may cause to be performed
an
independent third-party appraisal on said
HE.
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4.
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Kajon’s
release of it’s security interest shall become effective and considered
perfected when a $50,000 cash payment is received by Kajon from
IWWI.
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5.
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Contingencies. This
Agreement is subject to :
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(a)
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approval
of the Nowrytown strip mine project (“Project”) by the mineral
rights and land owner(s)
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along
with all legal requirements including but not limited to bonding and permitting;
and
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(b)
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the
simultaneous execution of the R Xxxxx Agreement and release of equipment
to Kajon; and
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THIS
SPACE LEFT BLANK INTENTIONALLY
2
IN
WITNESS WHEREOF, and intending to be legally bound, the Parties hereto
subscribe their names to this
Agreement. This
Agreement is effective as of the date signed below.
INFORM
WORLD WIDE HOLDINGS,
INC KAJON
MATERIALS, INC.
/s/
Xxxxxx
Xxxxxxxxxxx /s/
Xxx Xxxxx
BY:__________________________________
BY:______________________________
NAME:
Xxxxxx
Xxxxxxxxxxx
NAME: Xxx Xxxxx
TITLE:
CEO
TITLE: President
DATE
6/04/07
DATE:4/23/07
XXXXX
XXXXX AND SON,
INC. MILLWOOD
DEVELOPMENT
/s/
Xxxxx
Xxxxx /s/
Xxxxx Xxxxx
BY:________________________________ BY:______________________________
NAME:
Xxxxx
Xxxxx NAME:
Xxxxx Xxxxx
TITLE:
President TITLE:
President
DATE:
4/23/07
DATE: 4/23/07
3
