QUITCLAIM AGREEMENT
Exhibit 10.2
This
Quitclaim Agreement is entered into on January 8, 2008 (the “Effective Date”). For a
purchase price of One Dollar ($1.00) the receipt and sufficiency of which are
hereby acknowledged, American Nano Silicon Technology, Inc., a California
corporation (the
“Company”)
does hereby
sell, convey, assign, transfer, vest and deliver to South Bay Financial
Solutions, Inc., a Nevada corporation and a wholly-owned subsidiary of the
Company, (“SBFS), all
of its rights, title, and interest in and to the assets as more particularly
defined in Exhibit
A, attached hereto, (the “Assets”), including
without
limitation any and all, copyrights, trademarks, and other intellectual property
rights embodied therein, wherever and however arising, in connection therewith
or otherwise pertaining thereto, and all goodwill related thereto intellectual
property rights (collectively, the “Proprietary Rights”) and the
Company does hereby acknowledge the receipt of and accept delivery of the
Assets.
1.
SBFS acknowledges and agrees that the Company does not warrant it owns the
Assets and is transferring only such rights, title and interest in the Assets
as
may be held by the Company. SBFS further acknowledges that it is taking
possession and ownership of the Assets in their “AS IS WHERE IS” condition and
that if any portions of the Assets are found defective by SBFS, the
Company shall have no obligation to remedy such defects nor any other
liability or obligation with respect thereto. THE COMPANY MAKES AND SBFS
RECEIVES NO WARRANTY, EXPRESSED OR IMPLIED, AND EXPRESSLY EXCLUDES ALL
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE. THE COMPANY SHALL HAVE NO LIABILITY OF ANY NATURE, INCLUDING
THOSE OBLIGATIONS UNDER THIS AGREEMENT, FOR CONSEQUENTIAL, EXEMPLARY, OR
INCIDENTAL DAMAGES EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
2.
This Quitclaim Agreement shall be governed by and construed in accordance with
the internal laws of the State of California regardless of the laws that might
otherwise govern under principles of conflict of laws applicable
thereto.
IN
WITNESS WHEREOF, the Company and SBFS have executed this Quitclaim Agreement
as
of the Effective Date.
|
“COMPANY”
American
Nano Silicon Technology, Inc.,
a
California corporation
/s/
Pu Fachun
By: Pu
Fachun
Its: President
and CEO
|
“SBFS”
South
Bay Financial Solutions,
Inc.,
a
Nevada corporation
/s/ Xxxxx
Xxxxx
By: Xxxxx Xxxxx
Its: Director
|
EXHIBIT
A
|
|
DESCRIPTION
OF
ASSETS
|
The
Assets are as follows :
|
1.
|
All
of the computer equipment, telephone equipment, office
equipment and other personal property used in conducting the Company’s
business, as such business was conducted prior to the closing of
that
certain that certain Stock Purchase and Share Exchange Agreement,
dated as
May 24, 2007 entered into by the Company and certain other parties,
and
located as of the date hereof at SBFS’s headquarters at 0000 Xxxxx Xxxxxxx
Xxxxx Xxxxxxx, Xxxxx 000, Xxxxxxx Xxxxx, XX
00000.
|
|
2.
|
15,400
shares of common stock in Axium Technologies Inc. evidenced by Certificate
No. 1102
|
|
3.
|
9,225,691
shares of common stock in Stronghold Industries, Inc. evidenced by
Certificate No. 1153
|
|
4.
|
Any
remaining interest held by the Company in the following
automobiles:
|
2004
Porsche C5, Calif. License Plate: 5PIX001, VIN# XX0XX00000X000000
|
|
5.
|
$99.53
in the Company’s account at Xxxxx Fargo Bank, Account
|
No.
0433-035748.
