ASSET PURCHASE AGREEMENT
This agreement (the "Agreement") is entered into this 30th day of November,
2001, by and between Xxxxxxx Xxxxxx, doing business as, Concrete Casting, a sole
proprietorship (sometimes referred to hereinafter as the "Seller") and Staco
Incorporated, a Nevada corporation (sometimes referred to hereinafter as the
"Purchaser").
Witnesseth:
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WHEREAS, Seller has developed a method for the four side release casting of
concrete which allows for the creation of intricate detail in the concrete
medium;
WHEREAS, Seller has developed plans for using his casting methods to produce
concrete replicas of Egyptian and other antiquities for use in modern
landscaping;
WHEREAS, Purchaser wishes to acquire, and Seller is willing to sell, certain
assets of Seller, all in accordance with the terms and conditions of this
Agreement;
NOW, THEREFORE, in consideration of the mutual terms and covenants set forth
herein, the Seller and Purchaser approve and adopt this Agreement and mutually
covenant and agree with each other as follows:
1. Sale of Assets.
1.1 Seller hereby sells and Purchaser hereby purchases the following
assets:
* All art, drawings, plans and concepts developed by Seller with
respect to the design of replicas of antiquities to be cast in
concrete and marketed to the U.S. landscaping market;
* All methods and techniques developed by Seller related to the
casting of concrete for the purpose of casting replicas of
antiquities;
* Any proprietary right to the name Concrete Casting that Seller
may have.
1.2 In exchange for the assets, Purchaser hereby issues to Seller
2,000,000 of Purchaser's common shares.
2. Representations and Warranties of Seller. The Seller represents and
warrants as follows:
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2.1 Right to Transfer. Except as otherwise noted in this Agreement, all
assets transferred hereby are owned by Seller free and clear of
encumbrances and may be transferred to Purchaser by Seller without the
approval or consent of any person.
2.2 Accuracy of All Statements Made by Seller. No representation or
warranty by Seller in this Agreement, nor any document or certificate
delivered to the Purchaser pursuant to this Agreement or in connection
with actions contemplated hereby, contains any untrue statement of
material fact or omits or shall omit a material fact necessary to make
the statement contained therein not misleading.
3. Representations and Warranties of Purchaser. Purchaser represents and
warrants as follows:
3.1 Organization. Purchaser is a corporation duly organized, validly
existing and in good standing under the laws of the State of Nevada
with full power and authority to enter into and perform the
transactions contemplated by this Agreement.
3.2 Performance of This Agreement. The execution and performance of this
agreement and the issuance of stock contemplated hereby have been
authorized by the board of directors.
3.3 Financial Information. All financial information regarding Purchaser
that has been given to the Seller is true and correct in all material
respects and presents an accurate and complete disclosure of the
financial condition of Purchaser.
3.4 Liabilities. There are no material liabilities of Purchaser, whether
accrued, absolute, contingent or otherwise, which arose or relate to
any transaction of Purchaser which have not been disclosed to Seller.
As of the date hereof, there are no known circumstances, conditions,
happenings, events or arrangements, contractual or otherwise, which
may hereafter give rise to liabilities.
3.5 Litigation. There are no legal, administrative or other proceedings,
investigations or inquiries, product liability or other claims,
judgments, injunctions or restrictions, either threatened, pending or
outstanding against or involving Purchaser or its assets, nor does
Purchaser know, or have reasonable grounds to know, of any basis for
any such proceedings, investigations or inquiries, product liability
or other claims, judgments, injunctions or restrictions.
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3.6 Taxes. All federal, state, foreign, county and local income, profits,
franchise, occupation, property, sales, use, gross receipts and other
taxes (including any interest or penalties relating thereto) and
assessments which are due and payable have been duly reported, fully
paid and discharged as reported by Purchaser, and there are not unpaid
taxes which are, or could become a lien on the assets of Purchaser.
All tax returns of any kind required to be filed have been filed and
the taxes paid or accrued.
3.7 Accuracy of All Statements Made by Purchaser. No representation or
warranty by Purchaser in this Agreement, nor any document or
certificate delivered to the Seller pursuant to this Agreement or in
connection with actions contemplated hereby, contains any untrue
statement of material fact or omits or shall omit a material fact
necessary to make the statement contained therein not misleading.
3.8 Legality of Shares to be Issued. The shares of common stock of
Purchaser to be delivered pursuant to this Agreement, when so
delivered, will have been duly and validly authorized and issued by
Purchaser and will be fully paid and nonassessable.
4. Security Act Provisions.
4.1 Restrictions on Disposition of Shares. Seller understands that the
shares received pursuant to this Agreement are acquired for its own
account and not with the present view towards the distribution thereof
and will not dispose of such shares except (i) pursuant to an
effective registration statement under the Securities Act of 1933, as
amended, or (ii) in any other transaction which is exempt from
registration under the Securities Act of 1933, as amended, or the
rules and regulations of the Securities and Exchange Commission
thereunder. In order to effectuate the covenants of this sub-section
4.1., an appropriate endorsement will be placed upon each of the
certificates of common stock the time of distribution of such
certificates pursuant to this Agreement, and stop transfer
instructions shall be placed with the transfer agent for the
securities.
4.2 Notice of Limitation Upon Disposition. Seller is aware that the shares
distributed will not have been registered pursuant to the Securities
Act of 1933, as amended; and, therefore, under current interpretations
and applicable rules, it will probably have to retain such shares for
a period of at least one year and at the expiration of such one year
period its sales may be confined to brokerage transactions of limited
amounts requiring certain notification filings with the Securities and
Exchange Commission and such
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disposition may be available only if the issuer of the securities is
required to make filings with the Security and Exchange Commission and
is current in its filings with the Securities and Exchange Commission
under the Securities and Exchange Act of 1934, as amended, or other
public disclosure requirements, and the other limitations imposed
thereby on the disposition of shares of Purchaser.
5. Default. Should any party to this Agreement default in any of the
covenants, conditions, or promises contained herein, the defaulting party
shall pay all costs and expenses, including a reasonable attorney's fee,
which may arise or accrue from enforcing this Agreement
6. Assignment. This Agreement may not be assigned in whole or in part by the
parties hereto without the prior written consent of the other party of
parties, which consent shall not be unreasonably withheld.
7. Successors and Assigns. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto, their successors and assigns.
8. Partial Invalidity. If any term, covenant, condition or provision of this
Agreement or the application thereof to any person or circumstance shall to
any extent be invalid or unenforceable, the remainder of this Agreement or
application of such term or provision to person or circumstances other than
those as to which it is held to be invalid or unenforceable shall not be
affected thereby and each term, covenant, condition or provision of this
Agreement shall be valid and shall be enforceable to the fullest extent
permitted by law.
9. No Other Agreements. This Agreement constitutes the entire Agreement
between the parties and there are and will be no oral representations which
will be binding upon any of the parties hereto.
10. Survival of Covenants, Etc. All covenants, representations, and warranties
made herein to any parties or in any statement or document delivered to any
party hereto, shall survive the making of this Agreement and shall remain
in full force and effect until the obligations of such party hereunder have
been fully satisfied.
11. Further Action. The parties hereto agree to execute and deliver such
additional documents and to take such other and further action as may be
required to carry out fully the transactions contemplated herein.
12. Amendment. This Agreement or any provision hereof may not be changed,
waived, terminated or discharged except by means of a written
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supplemental instrument signed by the party or parties against whom
enforcement of the change, waiver, termination, or discharge is sought.
13. Headings. The descriptive headings of the various sections or parts of this
Agreement are for convenience only and shall not affect the meaning or
construction of any of the provisions hereof.
14. Counterparts. This agreement may be executed in two or more partially or
fully executed counterparts, each of which shall be deemed an original and
shall bind the signatory, but all of which together shall constitute but
one and the same instrument.
15. Risk. The Assets shall be at the risk of the Seller until they are
delivered to the Purchaser and in the event of loss or damage to the same
occurring before such time by reason of fire, tempest, lightning,
earthquake, flood or other Act of God, explosion, riot, civil commotion,
insurrection or war, the Purchaser may at its option cancel this contract
and shall thereupon be entitled to the return of any consideration paid
hereunder. The same shall be at the risk of the Purchaser from and after
the time of delivery.
IN WITNESS WHEREOF, the parties hereto executed the foregoing Asset Purchase
Agreement as of the day and year first above written.
SELLER:
/s/ Xxxxxxx Xxxxxx
_________________________
Xxxxxxx Xxxxxx
STACO INCORPORATED.
By: /s/ Xxx Xxxxx
_______________________
Xxx Xxxxx
Its: Secretary
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