Exhibit 2
AGREEMENT ON TRANSFER OF BUSINESS
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DMC(2) Co., Ltd. (hereinafter referred to as "DMC") and DHB K.K. (hereinafter
referred to as "DHB") have made the following agreement on transfer of DHB's
business.
1. Purpose --
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On March 10, 2000 (hereinafter referred to as "Date of Transfer"), DHB
transfers all its business (hereinafter referred to as `Business") to
DMC. DMC takes over said Business. However, according to progress of
the procedure, if deemed necessary, the Date of Transfer may be changed
after discussions between DHB and DMC.
2. Transferred Assets --
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(1) The assets transferred from DHB to DMC under Paragraph 1 above, are the
assets (hereinafter referred to as "Transferred Assets") described in
the appendix attached to this Agreement, relating to DHB's Business as
of the Date of Transfer. The items thereof are determined after
discussions between DHB and DMC.
(2) DMC also takes over payables and receivables accruing to DHB on or
before the Date of Transfer described in the appendix attached to this
Agreement.
1. Lease --
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DMC will take over the present office lease agreement of DHB.
2. Counter-value/Manner of Payment for Transferred Assets --
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(1) The counter-value for the Transferred Assets is US$250,000 or the Yen
equivalent at the date of payment.
(2) The manner of payment of the counter-value fixed under Paragraph 4(1)
above and the date of payment thereof, are determined after discussions
between DHB and DMC.
1. Date of Delivery --
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The date of delivery of the Transferred Assets is the Date of Transfer.
However, due to the cause concerning the procedure, it deemed
necessary, the date of delivery may be changed after discussions
between DHB and DMC.
2. Good Manager's Duty of Due Care --
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From conclusion of this Agreement to completion of the delivery DHB is
obliged to manage the Transferred Assets with the obligation for the
care of a good manager. Assets with the obligation for the care of a
good manager.
3. Employment --
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In principal, DMC is prepared to take over from DHB four employees,
namely:
N. Take
X. Xxxx
X. Xxxxxxx, and
X. Xxxxx
DHB and DMC separately, after discussions, determine the
manner/concrete terms for taking-over and the treatment of the
employees.
4. Duty to avoid Competition --
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DHB agrees that they will not compete with DMC after transfer of the
business under this Agreement.
5. Procedure for Approval of Transfer --
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(1) DHB and DMC will request the approval of this Agreement by each Board
of Directors, no later than the Date of Transfer. (2) DHB also holds
the general meeting of shareholders no later than the Date of Transfer
and asks for approval on this Agreement.
1. Enforcement --
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This Agreement becomes effective, with the decision on approval
stipulated in Paragraph 9 above.
2. Matter to be discussed --
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The matter not stipulated in this Agreement and other matter required
for transfer of the business, are settled by discussions between DHB
and DMC.
IN WITNESS WHEREOF, DHB and DMC have prepared this Agreement in duplicate, and
each retains one copy after putting the signature and the seal.
This 10th day of March, 2000.
DMC2 Co. Ltd.
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, Rep. Director/President
DHB K.K.
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, Rep. Director/President
Appendix
Transferred Assets/Liabilities
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A. Assets
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1. Inventory assets - Identified in Part A of the Schedule
attached hereto
2. Receivables - Identified in Part B of the Schedule attached
hereto
3. Machines/facilities
4. Apparatus/fixtures
5. Other assets determined by discussions between both parties.
B. Liabilities
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1. Payables - Identified in Part C of the Schedule attached
hereto
Schedule
(All amounts in Yen)
Part A
Inventory as of March 10, 2000
Goods in Transit Toyota - New Model 6,282,000
Stock on Hand Toyota - Old Model 23,780,000
Stock on Hand Toyota -New Model 4,567,000
Stock on Hand Hitachi 286,000
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Total Inventory 34,915,000
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Part B
Accounts Receivable as of March 10, 2000
A/C# Customer Receivable
2311 Mitsubishi 13,101,511
2311 Nissei Sangyo 3,770,297
2311 Toyota 3,473,400
2311 Tomita 807,974
3500 Kyocers 267,750
3500 Lanxide Electronic
Components, Inc. 353,151
3500 Mitsubishi 36,960
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Total Receivables 21,811,043
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Part C
Accounts Payable and Accrued Expenses as of March 10, 2000
6311 Lanxide Electronic
Components, Inc. 12,640,423
7000 ND System 15,482,596
7000 Miscellaneous 600,000 (Tel/fax/util/elec, etc.)
7000 Fedex 500,000 (Feb/Mar shipments)
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Total Payables 29,223,019
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