0001144204-09-005174 Sample Contracts

SETTLEMENT AGREEMENT AND ASSET PURCHASE AGREEMENT
Settlement Agreement and Asset Purchase Agreement • February 4th, 2009 • Diversified Product Inspections Inc • Services-testing laboratories • Florida

This Settlement Agreement and Asset Purchase Agreement (the “Agreement”) dated as of September 30, 2008, among Diversified Product Inspections, LLC, a Tennessee limited liability company (the “Buyer”), Diversified Product Inspections, Inc., a Florida corporation (the “Seller”), John Van Zyll, Ann Furlong, and Marvin Stacy (collectively, the “Management”) and Sofcon, Limited, a Belize corporation, EIG Venture Capital, Limited, a Belize corporation, and EIG Capital Investments, Limited, a Belize corporation (collectively, the “Plaintiffs”). The Buyer, the Seller, the Management and the Plaintiffs are referred to collectively as the “Parties” and each is individually referred to as a “Party.”

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ANNEX B
Settlement Agreement and Asset Purchase Agreement • February 4th, 2009 • Diversified Product Inspections Inc • Services-testing laboratories

This letter agreement acknowledges that Sofcon, Limited, EIG Venture Capital, Limited and EIG Capital Investments, Limited and Diversified Product Inspections, LLC, Diversified Product Inspections, Inc., and John Van Zyll, Ann Furlong, and Marvin Stacy have agreed to amend that certain Settlement Agreement and Asset Purchase Agreement dated September 29, 2008 (the “Agreement”) as described below. All capitalized words and terms have the meaning in the Agreement. The Schedules referred to below are incorporated by reference from the Agreement.

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