ASSET SALE AGREEMENT DATE

ASSET SALE AGREEMENT

DATE

THIS AGREEMENT is made on 7^th March 2013 between;

PARTIES

Novagen Solar Inc. of 0000 Xxxxxxx Xxxx, Xxxxx 0000, Xxxx XX 00000 XXX

(Purchaser)

And;

Misal Technologies Pty Ltd. Of 00 Xxxxx Xxxx, Xxxxx Xxxxxxxx, Xxxxxxxx 0000 Xxxxxxxxx (Vendor)

RECITALS

A	The Vendor owns and uses the Assets in its Business,
B	The Vender has agreed to -sell and the Purchaser has agreed to purchase the Assets subject to the terms and conditions of this agreement.

AGREEMENT

THE PARTIES AGREE THAT:

1	INTERPRETATION.
	1.1	Definitions
		In this agreement, unless the subject or the context otherwise requires:
		(a)	'ASSETS' means the assets as described in item 3 of the schedule;
		(b)	‘COMPLETION DATE' means the date specified In item 4 of the schedule or such other date as agreed .in writing between the Vendor and the Purchaser;
		(c)	'PURCHASER’ means the person so described in Item 2 Of the schedule; .
		(d)	'PURCHASE PRICE’ means the price as specified in item 5 of the schedule;
		(e)	'VENDOR’ means the xxxxxx so described in item 2 of the schedule.
	1.2	Construction
		In this agreement, unless the subject or the content otherwise reguires:
		(a)	words importing the singular include the plural end vice versa;
		(b)	words importing one gender include the other gender;
		(c)	a reference to any party or other person includes that person's successors and permitted assigns;
		(d)	a reference to a statute, ordinance or ether legislation includes any amendment, replacement or re-enactment for the time being in force and includes all regulations, by-laws and statutory instruments made thereunder;

		(e)	a reference to this or any other document includes a reference to that document as amended, supplemented novated or replaced from time to time;
		(f)	a reference to a recital, clause or schedule is a reference to a recital, clause or schedule of this agreement;
		(g)	a reference to writing includes all means of reproducing words in a tangible and permanently visible form;
		(h)	a reference to a person includes a natural person, corporation, partnership, trust, estate, joint venture, sole partnership, government or governmental subdivision or agency, association, cooperative and any other legal or commercial entity or undertaking;
		(i)	the headings in this agreement do not affect its interpretation; and
		(j)	the recitals and the schedule form part of this agreement.
2	CONDITION PRECEDENT
	2.1	The Purchaser will have no obligation to complete unless and until each of the conditions set out in item 7 of the schedule are satisfied (or waived In writing by the Purchaser).
	2.2	If any of the conditions contained In Clause 2.1, are not satisfied or waived in writing by the Purchaser within seven days before the Completion Date, the Purchaser may terminate this agreement by giving written notice to the Vendor at least two days before the Completion Date, if the Purchaser fails to give such notice of termination, the conditions contained in Clause 2.1 are waived.
3	SALE AND PURCHASE
	3.1	The Vendor agrees to sell and the Purchaser agrees to buy from the Vendor all the Vendor’s right, title and interest in the Assets for the Purchase Price.
4	PURCHASE PRICE
	4.1	The Purchase Price is payable on the Completion Date
	4.2	Any money payable in accordance with this agreement will be made or tendered in Australian currency either in cash or by a draft or cheque drawn by a bank as defined by the Banking Xxx 0000.
5	OBLIGATIONS OF VENDOR
	5.1	Until the Completion Date the Vendor will inform and keep the Purchaser informed of any matter which materially affects the Business and will consult the Purchaser before taking any action in respect of soon matter.
	5.2	The Vendor agrees that until the Completion Date it will not, except where such action or activity is in the ordinary course of business:

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		(a)	enter into any abnormal or unusual transections relating to or adversely affecting any or all of the Assets;
		(b)	incur any liabilities in relation to any or all of the Assets;
		(c)	grant or agree to grant any encumbrance ever any or all of the Assets.
6	PROPERTY AND POSSESSION
	6.1	Possession of the Assets will be given to the Purchaser on the Completion Date.
	6.2	Property in the Assets will pass to the Purchaser upon payment in full of the Purchase Price.
	6.3	Until the Completion Date all Assets are at the risk of the Vendor.
7	ACTION AT COMPLETION
	7.1	The Vendor will on the Completion Date:
		(a)	deliver such of the Assets as are capable of delivery to the Purchaser or to such location as directed in writing by the Purchaser;
		(b)	deliver to the Purchaser all instruments of transfer, assignments, conveyances and any other documents executed by the Vendor which are reasonably required by the Purchaser to transfer, assign or convey each of the Assets to the Purchaser; and
		(c)	do all such other acts and things and execute all such other documents, (which will be in a form reasonably acceptable to the Purchaser) as may be necessary or desirable to be done or executed in order to transfer, assign or convey the Assets to the Purchaser.
8	VENDOR’S WARRANTIES
	8.1	The Vendor warrants that the Assets:
		(a)	are the Vendor's sole and absolute property and are not subject to any encumbrance;
		(b)	will be in substantially the same state and condition (fair wear add tear excepted) at the Completion Date as at the date of this agreement.
9	GST
	9.1	GST definitions
		For the purpose of this Clause 9:
		(a)	'GST' means GST within the meaning of the GST Act;
		(b)	‘GST Act’ means the A New Tax System (Goods and Services Tax) Xxx 0000 (as amended);
		(c)	expressions set out in italics in this clause bear the same meaning as these expressions in the GST Act.
	9.2	Amounts otherwise payable do not Include GST
		To the extent that a party makes a taxable supply in connection with this agreement, except where express provision is made to the contrary, and subject

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		to this Clause 9, the consideration payable by a party under this agreement represents the value of the taxable supply for which payment is made.
	9.3	Liability to pay GST
		Subject to Clause 9.5, if a party makes a taxable supply in connection with this agreement for a consideration which under Clause 9.3 represents its value, then the party liable to pay for the taxable supply must also pay, at the same time and in the same manner as the value is otherwise payable, the amount of any GST payable in respect of the taxable supply.
	9.4	Tax Invoice.
		A party's right to payment under Clause 9,4 Is subject to a valid tax being delivered to the party liable to pay for the taxable supply;
	9.5	Vendor to provide information for sales fast credits
		The Vendor must make available to the Purchaser such information that allows the Purchaser to calculate any special credits In respect of sales tax paid on stack, to which the Purchaser is entitled.
	9.6	GST warranties
		If, in connection with this agreement, rights or benefits under or in connection with any other agreement are conferred on the Purchaser, or if obligations owed under any other agreement are assumed by the Purchaser, including assumption or conferral by way of assignment or novation, the Vendor warrants that, if any GST is liable to be paid in connection with any taxable supply made by the Purchaser under that other agreement (including that other agreement as assigned or novated), the Purchaser is or will be entitled to recover from the party required to pay for the taxable supply, an amount so that after meeting any liability to pay GST, the Purchaser retains the same amount as if GST was not payable in connection with the taxable supply.
	9.7	Indemnity
		The Vendor agrees to: keep the Purchaser indemnified against all loss, liability or expense suffered by the Purchaser arising directly or indirectly from a breach of Clause 9.6.
10	MISCELLANEOUS
	10.1	Further acts
		Each party agrees to do all things that may be necessary or desirable to give full effect to every part of this agreement if asked in writing by another party to do so.
	10.2	Assignment
		Neither the rights nor the obligations of any party under this agreement may be assigned, transferred, subcontracted or otherwise disposed of, in whole or in part, without the prior written consent of the other parties.

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	10.3	Waiver
		No waiver by any party of any default in the strict and literal performance of or compliance with any provision; condition or requirement of this agreement is to be deemed to be a waiver of strict and literal performance of and compliance with any other provision, condition or requirement in this agreement, nor to be a waiver of or in any manner release any party from strict and literal performance of and compliance with any provision, condition or requirement in the future, nor will any delay or omission of any party to exercise any right in any manner impair the exercise of any such right accruing to such party thereafter.
	10.4	Notice
		Any notice, demand or other communication to be given or required to be made pursuant to this agreement is to be in writing and is to be given by post, facsimile or hand to a party at the party's address as set out in item 2 of the schedule or at such other address or facsimile number as is notified by one party to the other.
	10.5	Costs
		Each party is responsible for its own costs In relation to the preparation and execution of this agreement.
	10.6	Stamp duty
		The Purchaser must bear and is responsible for all stamp duty on or in respect of:
		(a)	this agreement;
		(b)	the sale, purchase or assignment of any property or interest under this agreement; and
		(c)	any instrument or transaction contemplated by this agreement.
	10.7	Provisions severable
		If any provision of this agreement is invalid, illegal or unenforceable in any respect the validity, legality and enforceability of the remaining provisions will not be affected and such invalid, illegal or unenforceable provision is to be severed from this agreement.
	10.8	Governing Law
		This agreement is governed by and construed in accordance with the laws of the State specified in item 6 of the schedule and the parties irrevocably submit to the jurisdiction of the courts of that State.
	10.9	Entire agreement
		This agreement sets out the entire agreement and understanding between the parties with respect to the subject matter of this agreement and supersedes ail prior agreements, understandings and representation

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EXECUTED by the parties.

EXECUTED by

Misal Technologies Pty ltd

ABN 28 000 000 000

by authority of its directors;

/s/ Xxxxxxx Mayboehm		Xxxxxxx Mayboehm
Signature of Director/Secretary* of Vendor		Name of Director of Vendor
M-D
Office held		Office held

EXECUTED by

Novagen Sofar Inc

/s/ Xxxxxxx Xxxxxx
Signature of Director/Secretary* of Purchaser		Signature of Director of Purchaser
CEO
Office Held		Office Held
Xxxxxxx Xxxxxx
Name of Director/Secretary* of Purchaser		Name of Director of Purchaser

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SCHEDULE

ITEM 1
Date of Agreement:		7th day of March 2013
ITEM 2
Parties	Vendor:	Misal Technologies. Pty ltd
		ABN 28 006 314 629
		00 Xxxxx Xxxx, Xxxxx Xxxxxxxx. Xxx 0000
		Facsimile 03 9876 8333 (the ‘Vendor’)
	Purchaser:	Novagen Solar Inc.
		0000 Xxxxxx Xxxxxxx Xx/x, Xxxxx 0000
		Xxxx, XX 0XX00, Xxxxxx Xxxxxx of America
		(the ‘Purchaser’)
ITEM 3
Assets		Missal aircraft computerised hydraulic test station and associated intellectual property (the “asset”)
ITEM 4
Completion Date		on or before 29th March 2013
ITEM 5
Purchase Price		$2,000,000 (two million dollars) plus a royalty of 2.5% of the net profit resulting from the sale and service use of the asset for a period of 15 years
ITEM 6
Time and Governing Law		The State of Victoria, Australia
ITEM 7
Conditions precedent		This agreement Is subject to and conditional upon the Purchasers due diligence being satisfactory In all respects to the Purchaser within twenty-one days of the agreement date.

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