Intellectual Property Rights Sales Agreement
Aspire
Japan, Inc. (hereafter, "Aspire") is selling the Intellectual Property of the
Aqua-make system to Global Investment Service, Inc. (hereafter, "GIS") with
following conditions.
(Sales of
Intellectual Property)
|
1.
|
Aspire
is selling the Intellectual Property of the Aqua-make system defined below
to GIS.
|
Definition
of the selling Intellectual Property: All registered patent, work-in-progress
patent, and business and operation know-how of the Aqua-make system defined in
the Intellectual Property valuation report produced by Aspire.
(Price
and Payment Plan)
|
2.
|
GIS
must pay Japanese 1.6 Billion YEN (When Japanese Yen is 110 Yen to a US$1,
1.6
Billion Japanese Yen is US$14,545,455) (excluding applicable sales tax) to
Aspire
for the above described Intellectual Property with the following payment
schedule.
|
|
(1)
|
August
29, 2008
|
200
Million Japanese Yen (Approx. US$1,818,182)
|
|
(2)
|
September
30, 2008
|
400
Million Japanese Yen (Approx. US$3,636,364)
|
|
(3)
|
October
31, 2008/08/07
|
1
billion Japanese Yen (Approx.
US$9,090,909)
|
(Approximate
figure calculate with US$1=110 Japanese Yen)
(Registration
transfer documents)
|
3.
|
Aspire
agrees to transfer the registered holder of the official patent to GIS
after receiving all payments described above from GIS. GIS agrees to pay
for the direct expense to transfer the registered holder of the patent to
Aspire from GIS.
|
(The
timing of the xxxx of rights transfer)
|
4.
|
GIS
understands that GIS receives full rights of the Intellectual Property
when the payment is paid fully.
|
(Non-Refundable)
| 5. | GIS agrees that Aspire will not refund the payments received from Aspire in any case. |
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3
(Patent
Payment)
|
6.
|
GIS
agrees that GIS will pay for any extra patent that Aspire may have paid
for the new patent before October 31,
2008.
|
(Non-Disclosure)
|
7.
|
GIS
agrees that GIS will not disclose any information regarding the Aqua-make
system.
|
(Indemnification)
|
8.
|
GIS
understands the meaning and legal consequences of the representations and
warranties contained in this agreement, and agrees to indemnify and hold
harmless the Aspire and each member, officer, employee, agent or
representative thereof against any and all loss, damage or liability due
to or arising out of a breach of any representation or warranty, or breach
or failure to comply with any covenant, of the GIS, whether contained in
this Agreement.
|
(Buy Back
Option)
|
9.
|
GIS
agrees that Aspire can buy the Intellectual Property back from GIS when
the GIS decide to sell the Intellectual Property within next two to three
years. In the event, GIS wish to sell the Intellectual Property to Aspire
and Aspire decide to buy the Intellectual Property from GIS, GIS agrees to
take stock payment from Aspire for the restricted common stock shares of
THREE MILLION TWO HUNDRED THOUSAND (3.2million) shares issued by Aspire.
Aspire agrees not to split its stock for next three
years.
|
(Violation)
|
10.
|
In the event that GIS and Aspire
feels that the other party has violated the agreement, this case will use
the civil code.
|
(Dispute)
|
11.
|
In
the event that GIS and Aspire have misunderstanding or problem regarding
this agreement, GIS and Aspire both agree to reconcile the differences
within three business days by conducting a gentleman's
meeting.
|
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3
Date:August
15, 2008
Translated
Version
Xxxxx
Xxxxxxxx, CEO
Global
Investment Service, Inc.
Osaka,
Japan
Translated
Version
Xxx
Xxxxx, CEO
Newport
Beach, CA USA
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