THIS
AGREEMENT
, made and effective as of the 1
st
day of December,
2007 (the “
Effective Date”
), (“Agreement”) is by and between
CAPSTONE INDUSTRIES, INC
.
,
a Florida
corporation, and its wholly-owned subsidiary, Souvenir Direct, Inc., a Florida
corporation (individually, “CAPI” for Capstone Industries, Inc., or
“SDI” for Souvenir Direct, Inc., as the case may be, or collectively, the
"
Seller
"), and
MAGNET WORLD,
INC.
)
, a Florida corporation (the
"
Purchaser
"). Seller and Purchaser may hereinafter
also be referred to individually as a “party” and collectively as the
“parties.” Howard Ullman, III, has signed this Agreement merely to
consent to the restrictive provisions of Section 7 and Section 8 of this
Agreement.
RECITALS
WHEREAS
,
the Seller
owns and operates a business located at 350 Jim Moran Blvd. Suite # 120
Deerfield Beach, Florida 33442-1721 (Attn: Stewart Wallach,
CEO), which in part, sells and markets various types
of Souvenir Products as more fully described in Exhibit A hereto,
(the
Business
); and
WHEREAS
,
the Seller desires to sell and the Purchaser desires to purchase certain of
the
assets and goodwill owned by the Seller in connection with the Business and
to
do so upon the terms and conditions hereinafter set forth; and
WHEREAS,
for purposes of this Agreement, the term “principal” shall mean an person who
owns more than five percent (5%) of the outstanding shares of Seller’s Common
Stock, $0.0001 par value per share.
NOW,
THEREFORE
, for good and valuable consideration, the sufficiency of
which the parties hereby acknowledge, the parties agree as follows:
1.
Recitals
.
The
parties acknowledge that the above preamble, definitions and recitals are true
and correct and hereby incorporate all the recitals into this Agreement by
reference. All exhibits referenced herein are hereby incorporated
herein by reference.
2.
Assets
to be Conveyed; Liabilities
.
Subject to
the terms and conditions set forth herein, Seller hereby sells, transfers,
assigns and delivers to Purchaser, and Purchaser hereby purchases from Seller
certain tangible and intangible assets of the Seller, specifically including
but
not limited to the name “Souvenir Direct” and all intellectual property rights
thereto (including applications, registrations and registered trade marks,
service marks and logos), inventory, fixed assets, customer lists, and goodwill
as more fully set forth in Exhibit "A" annexed hereto (the
"
Assets
"). Said property is sold in "as is"
condition. Except as specifically provided for herein, each and every
item listed on Exhibit "A" is being delivered free and clear of any and all
liens or encumbrances of any type or nature. Exhibit A hereto lists
all of the Assets of the Seller being sold to the Purchaser under this
Agreement. The Assets shall consist of all of the operating
assets of the Business owned by the Seller as of the Closing. The
Assets shall not include any assets, tangible or intangible, not listed in
Exhibit A hereto.
2.1
Excluded
Assets
: Specifically excluded from the Assets are the
following items:
2.1.1
Cash, Cash Equivalents,
Investments
. All of Seller's cash and cash equivalents (including
any marketable securities, certificates of deposit, and deposits with third
parties.
2.2
Liabilities
: The
Purchaser shall not assume, nor shall the Purchaser be liable for any of the
liabilities of Seller.
3.
Purchase
Price and Terms
.
3.1
Amount
: The
purchase price ("Purchase Price") for all of the Assets shall be TWO HUNDRED
THOUSAND DOLLARS AND NO CENTS ($200,000.00) and SEVEN THOUSAND THREE HUNDRED
AND
SEVENTY TWO DOLLARS, SEVENTY EIGHT CENTS ($7,372.78) for a 40% share
of Gross Profit of all open orders as of the closing date per Exhibit
B.
3.2
Payment;
Closing
: The Purchase Price shall be paid to the Seller
as follows:
3.2.1 The
Purchaser shall pay to the Seller at the Closing, the sum of TWO HUNDRED
THOUSAND DOLLARS AND NO CENTS $207,372.78) in cashier's or certified check
drawn
on a Florida bank or by federal funds wire transfer pursuant to Seller's written
instructions. Until said payment is received in full in good funds on
deposit for the Seller, then the sale contemplated herein shall not be
consummated. The parties agree that the Purchase Price
represents fair market value for the Assets and that the Purchase Price was
negotiated without any coercion or undue influence and at arm’s
length. Each party was represented by its own legal counsel in the
negotiation of this Agreement.
3.3
Closing
. The
Closing will be conducted remotely by PW Richter, plc, 7505 Digby Green,
Alexandria, Virginia 22315, or such other law firm acceptable to the parties
(“Closing Agent”) on December 1, 2007 or such later date or such other place as
mutually agreeable to the parties. Each party shall pay the Closing
Agent a flat fee of Three Hundred Seventy Five Dollars and No Cents ($375.00)
on
or before the Closing for conducting the Closing and sending each party a set
of
closing documents for the sale of the Assets hereunder. If the Closing does
not
occur on or before 9:00 p.m., local Miami, Florida time, Wednesday, February
20,
2008 (“Deadline”), then this Agreement shall be immediately null and
void upon the expiration of the Deadline.
4.
Allocation
of Purchase Price
:
4.1 It
is agreed that the allocation set forth below of the Purchase Price is a fair
valuation of the various items of personal and intangible property and all
rights and obligations to be conveyed or created by this Agreement:
|
Asset
|
|
Amount
|
|
|
|
|
|
|
|
Fixed
Assets
|
|
$
|
20,000
|
|
|
Factory
Molds
|
|
$
|
100,000
|
|
|
Customer
Lists
|
|
$
|
20,000
|
|
|
Consulting
(Per Section 8)
|
|
$
|
20,000
|
|
|
Covenant
Not to Compete
|
|
$
|
20,000
|
|
|
Goodwill
|
|
$
|
20,000
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
200,000
|
|
The
parties agree to comply with the provisions of
§
1060
of the
Internal Revenue Code of 1986, as amended, the regulations thereto and all
other
applicable provisions of the Internal Revenue Code of 1986, as
amended. Further, the parties agree to amend or adjust said
allocation of the Purchase Price to the extent, if at all, required by any
governmental tax authority.
5.
Assignment
of Proprietary Lines
.
The Seller hereby
assigns each of its proprietary lines of souvenirs, gifts and promotional items
of the Business, together with all rights on ownership therein, including any
and all rights to the molds used in connection therewith and any and all
copyrights, trademarks or service marks used in connection
therewith. All such proprietary lines are set forth in Exhibit A
hereto.
6.
Assignment
of Names
.
6.1
Souvenir
Direct Name
. Seller hereby assigns to the Purchaser the name
“Souvenir Direct” and “Souvenir Direct, Inc.” as well as any registered DBA for
said name
6.2
Website
and Domain Name
. The Seller agrees to execute the documentation
reasonably requested by the Purchaser in order to transfer the
website/URL/domain name
www.souvenirdirect.com
. If a transfer
is not possible under applicable Internet regulations, then Seller shall execute
and deliver a written assignment of said website/URL/domain name to the
Purchaser at the Closing. Purchaser agrees to accept said assignment
in lieu of a transfer recognized by The Internet Corporation for Assigned Names
and Numbers (ICANN) or its authorized agent or successor. No other
rights to any other Seller website/URL/domain name is transferred or encumbered
by this Section 6.2 or any other provision of this Agreement.
7.
Non-Compete
.
7.1
Neither Seller, nor its principals, nor Howard Ullman, III, nor any person
or
entity on behalf of the Seller, or its principals, or Howard Ullman, III, will
directly or indirectly, for the period beginning with the Effective Date and
continuing for a five (5) year period (the “
Restricted
Period”
), without the prior written permission of the Purchaser, own,
control, or serve as an officer or director in, any corporation, partnership,
proprietorship, or other entity, which is engaged in the sale, distribution,
acquisition, purchasing, and/or handling of the types of souvenirs and product
lines described in Exhibit A hereto, Item A12, in any of the countries in which
the Seller has, directly or indirectly, done business within the 12 month period
prior to the Effective Date. The mere fact of stock ownership in the
Seller, or a minority stock ownership of less than or equal to Ten Percent
(10%)
in a publicly traded company, shall not be a violation of this Section
7.1. For purposes of this Section 7.1, “doing business” or “done
business” shall mean that the Seller had realized actual gross sales of at least
Twenty Five Thousand Dollars and No Cents ($25,000.00) per annum during any
of
the calendar year since January 1, 2004, in a country referenced in this Section
7.1.
7.2 Neither
Seller, nor its principals, nor Howard Ullman, III, nor any person or entity
on
behalf of the Seller, or its principals, or Howard Ullman, III, , will directly
or indirectly, during the Restricted Period, without the written permission
of
the Purchaser, sell, distribute, acquire, purchase for commercial exploitation
and/or handle in order to commercially exploit any of the types of souvenirs,
gift items or promotional items described in Exhibit A hereto, Item
A12, The mere fact of stock ownership in the Seller, Souvenir Direct.
Inc., a Florida corporation, or a minority stock ownership of less than or
equal
to 10% in a publicly traded company, shall not be a violation of this Section
7.2.
7.3 Seller
and Howard Ullman, III hereby acknowledge and understand that Purchaser
’
s
market and
customers are located throughout the geographic areas referred to in Section
7.1
and Section 7.2 and therefore the scope of this Section 7 encompasses such
areas. Seller and Howard Ullman, III further acknowledges and
understands that Purchaser would not have entered into this Agreement unless
Seller and Howard Ullman, III agreed to the inclusion of this Section
7.
7.4 During
the Restricted Period, neither the Seller nor Howard Ullman, III will (a)
directly or indirectly, recruit, solicit or otherwise intentionally influence
any employee or agent of the Purchaser to discontinue such employment or agency
relationship with the Purchaser, or (b) employ or seek to employ, or cause
or
permit (insofar as it is in his control to do so) any business which competes
directly or indirectly with the Business of the Purchaser (the Competitive
Business) to employ or seek to employ for any Competitive Business any employee
or agent of the Purchaser. General, customary and usual personnel
recruitment efforts by CAPI or any of its subsidiaries, including a general
advertisement for employees or agents by CAPI or any of its subsidiaries, shall
not constitute a breach or violation of this Section 7.4 as long as such efforts
do not clearly target employees skilled in the Business. Further, any
unintentional, isolated breach of this Section 7.4 by the Seller or any of
its
subsidiaries shall not constitute an actionable breach of this Section 7.4,
unless the Purchaser has actually suffered compensatory damages of at least
Twenty Thousand Dollars and No Cents ($20,000.00) per breach.
7.5 During
the Restricted Period, neither the Seller nor Howard Ullman, III, will, directly
or indirectly, solicit, intentionally induce or influence any person which
have
a business relationship with the Purchaser at any time during the Restricted
Period to discontinue or reduce the extent of such relationship with the
Purchaser.
7.6 During
the Restricted Period, neither Seller nor Howard Ullman, III, will intentionally
interfere with, or intentionally disrupt or attempt to disrupt any past, present
or prospective relationship, contractual or otherwise, between the Purchaser
and
any factory, customer, supplier, employee or agent of the Purchaser, or anyone
who was such within the one year period before the Effective
Date.
7.7 Excepting
any exclusions expressly set forth above, the parties acknowledge
that a breach of the covenants and restrictions set forth in this Section 7
will
cause irreparable damage to the Purchaser which is and will be difficult to
measure accurately. In the event of an actual or threatened breach of
the provisions of this Section 7 by the Seller, principals or Howard Ullman,
III, the Purchaser shall be entitled to an injunction restraining such party
or
person from such actual or threatened breach without having to prove damages,
without the requirement of a bond. Nothing herein shall be construed as
prohibiting the Purchaser from pursuing any other remedies available to it
for
such breach, including the recovery of damages, whether liquidated, actual,
special, or punitive
8.
Consulting
.
8.1 Howard
Ullman, III, and / or Andrea Lee will act as a consultant to the
Purchaser through March 1, 2008. Said consulting services shall be
limited to Howard Ullman, III, and / or Andrea Lee being available to answer
questions relating to the Business on a "time available" basis, during the
hours
of the 9 A.M. to 5 P.M., Monday through Friday (excluding vacations, sick leave,
etc.). The rate of compensation for Howard Ullman, III, for such
services shall be $_______ hour and the compensation for Andrea Lee for such
consulting services shall be $____ hour. Said fees shall be
payable in full NET 30 DAYS from date of invoice.
9
.
Purchaser
’
s
Representations and Warranties
.
The
Purchaser hereby makes the following representations and warranties, each of
which shall be deemed a separate covenant to Seller:
9.1
Valid
Corporation
. The Purchaser is a Florida corporation duly
organized, validly existing and in good standing under the laws of the State
of
Florida and has all requisite power and authority, corporate or otherwise,
to
execute and deliver, and to perform all of its obligations under, this Agreement
and under all other documents executed pursuant to this Agreement and to operate
its business as presently conducted.
9.2
No
Conflicts with Laws, Regulations
. The execution, deliver and
performance of this Agreement and all other related agreements to carry out
the
full intent contained herein will not conflict with or result in a breach or
violation of any law or regulation to which the Purchaser is
subject.
9.3
No
Defaults
. The execution and performance of this Agreement and the
compliance with its provisions by Purchaser on the Closing Date will not
conflict with or result in any breach of any of the terms, conditions or
provisions of any agreement or other instrument to which Purchaser is a party
or
by which it is bound. Purchaser has the funds readily available to
pay the Purchase Price in full at the Closing and to do so without any financing
or funding contingency.
9.4
Inspection
. Purchaser has had a reasonable
period of time prior to the Closing to inspect the Assets. Purchaser
must notify the Seller prior to Closing of any defects of the Assets identified
prior to the Closing. Upon such notification, Seller must
within ten (10) days of the date of said notification either repair or replace
the defective Asset, establish the absence of a defect by an inspection by
a
qualified, independent inspector, or remove the defective Asset from the Assets
to be sold hereunder and negotiate an adjusted Purchase Price with the
Purchaser. If the Purchaser fails to notice the Seller as
contemplated in this Section 9.4, then the parties agree that there shall be
a
presumption that the Assets are in working order (as defined herein) and
acceptable to the Purchaser as of the Closing, which presumption can only be
rebutted by clear and convincing evidence of the existence of a defect to such
Asset or Assets prior to the Closing.
10.
Seller's
Representations and Warranties
.
Seller
hereby makes the following representations and warranties, each of which shall
be deemed a separate covenant to Buyer:
10.1
Valid
Corporation
. Each of the corporations constituting the Seller is
a Florida corporation duly organized, validly existing and in good standing
under the laws of the State of Florida and has all requisite power and
authority, corporate or otherwise, to execute and deliver, and to perform all
of
its obligations under, this Agreement and under all other documents executed
pursuant to this Agreement and to operate its business as presently
conducted.
10.2
No
Conflicts with Laws, Regulations
. The execution, deliver and
performance of this Agreement and all other related agreements to carry out
the
full intent contained herein will not conflict with or result in a breach or
violation of any law or regulation to which the Seller is subject.
10.3
No
Defaults
. The execution and performance of this Agreement and the
compliance with its provisions by Seller on the Closing Date will not conflict
with or result in any breach of any of the terms, conditions or provisions
of
any agreement or other instrument to which Seller is a party or by which it
is
bound and is relevant to the transactions contemplated herein.
10.4
Title
to Assets
. Except as provided in Exhibit "A" hereto, each and
every one of the Assets are owned by the Seller, and are free and clear of
all
liens and encumbrances of any type or nature.
10.5
Condition
of Assets
. The Assets are being conveyed in "as is" condition,
provided that such assets shall be in “working order” at the time of
Closing. “Working order” for purposes of this Section 10.5 shall mean
that at the time of transfer of title hereunder that each such asset shall
be
capable of performing its intended function or task without
repair. This Section 10.5 is not a continuing warranty or guaranty,
direct or implied, by the Seller or any successor in
interest. Purchaser has the duty and burden to ascertain the working
order of all assets prior to and as of the Closing. If no defects in
working order for any asset are noticed in writing by the Purchaser to the
Seller within ten (10) days of the Closing Date, then the Purchaser shall have
and shall be deemed to have waived all claims, damages of any kind whatsoever,
losses of any kind whatsoever or other liabilities of any kind whatsoever based
upon or resulting from any defect or failure of working order of any asset
sold
hereunder to the Purchaser by the Seller.
10.6
Litigation
. To
the best of Seller's knowledge, there is no unsatisfied judgment outstanding
against Seller and no litigation, proceeding, claim or investigation of any
nature pending or, threatened against Seller or any of the Seller
’
s
assets
which might have a material adverse effect on the continued operation of the
business of the Seller which is being purchased hereunder or impair the value
of
the assets being purchased hereunder or which might adversely affect Seller's
ability to perform in accordance with the terms of this Agreement.
10.7
Relationships
with Factories
. Except to the extent set forth in Exhibit D
hereto, there are no written or oral contracts or arrangements with any of
the
factories set forth in Exhibit D hereto. To the extent that there are
any such written or oral contracts or arrangements, they are attached hereto
as
part of Exhibit D hereto or set forth in Exhibit D hereto.
10.8
Compliance
With Laws
. Seller has complied in all material respects with, and
is not in material violation of any federal, state or local laws, regulations
or
orders or laws of any other jurisdiction, which affect the Business or
Assets.
10.9
Financial
Information
.
Exhibit C hereto contains
various compiled but unaudited financial information provided by the Seller
for
the periods indicated (collectively, the “
Financial
Information”
). The Financial Information presents fairly the
financial position and results of operations of the Seller as of the date stated
on such Financial Information and have been prepared in accordance with
generally accepted accounting principals, consistently applied. The
Financial Information is not a representation by the Seller of the future
financial performance, revenue production or value or worth of the Assets.
The
parties agree, understand and acknowledge that the bargain of the
Purchaser under this Agreement is not that the Assets will result in
the same or better financial performance in the future as in the past or will
maintain the same or greater net worth or value in the hands of the Purchaser
as
in the hands of the Seller. Further, the Purchaser did not rely
upon the Financial Information in reaching its decision to enter into this
Agreement or to pay the Purchase Price for the Assets. The Purchaser
is familiar with the Business and Assets due to prior dealings with SDI. The
only representations of the Seller that the Purchaser relied upon in reaching
its decision to enter into this Agreement were the representation expressly
set
forth in this Agreement.
11.
Factory
Relationships
11.1 The
Seller hereby represents that it has an ongoing, professional, well-maintained
relationship with each of the factories set forth in Exhibit D hereto, and
that
there are no outstanding monies owed to any of the factories, or if there are
any monies outstanding, the amount is set forth in Exhibit D and the agreement
for payment is also set forth in Exhibit D hereto.
11.2 The
Seller hereby represents that Tsui Lung
,
located at the
address and available at the telephone numbers set forth in Exhibit E
hereto, is in fact an authorized contract manufacturer for the Seller
in respect of goods sold by SDI to Walt Disney Resorts and pursuant to
Manufacturer’s Agreement attached hereto as Exhibit E.
12.
Closing
Date; Remedies
.
12.1
For
purposes of this
Agreement, the Closing Date shall be the date upon on which the parties sign
and
exchange signed originals of this Agreement and do all such other acts required
to be performed as of or at the Closing.
12.2
Remedies. Notwithstanding any provision to the contrary herein, a
party shall not be liable to the other party for speculative damages, punitive
damages, incidental damages, losses from future business or business
opportunities, decrease in the value of the Assets, lack of or loss of revenue
potential of any of the Assets or any similar damages or losses or
liabilities.
13.
Notices
.
13.1 Any
notice, request, demand or other communication required or permitted to be
given
under this Agreement shall be sufficient if in writing, and shall be duly given
upon delivery if delivered in person, or on the third business day after mailing
if sent by certified or registered mail, return receipt requested, postage
prepaid, to the parties at the following addresses:
If
to
Purchaser: MAGNET
WORLD, INC.
3811
Winding Lake Circle
Orlando,
FL 32835
Attn:
Bruce Shirck, President
|
|
If
to Seller:
|
CAPSTONE
INDUSTRIES, INC., AND SOUVENIR DIRECT,
INC.
|
350
Jim Moran Blvd.
Suite # 120
Deerfield
Beach, FL
33442-1721
Attn: Stewart Wallach, CEO
or
to
such other address or to such other person as the parties shall have last
designated by notice to the other party.
14.
Miscellaneous
.
14.1
Governing
Law; Disputes
.
14.1.1. Governing
Law. This Agreement shall be interpreted, construed and governed according
to
the laws of the State of Florida.
14.1.2. Except
for disputes or controversies about the working order of the Assets, which
such
dispute or controversy shall be resolved as set forth below in this
Section 14.1.2, any and all other actions, claims or lawsuits arising from
the
relationship of the parties hereunder are to be brought in the appropriate
federal, state, county, city or local court for the Miami Metropolitan-Dade
County, Florida region. Any dispute or controversy about the
working order of the Assets shall be resolved by a mandatory arbitration
conducted in accordance with the appropriate commercial arbitration
rules of JAMS. Any hearing in such an arbitration shall be conducted
in Miami, Florida by a single arbitrator. The
arbitrator shall be entitled and authorized to order discovery in this
matter. Any award of the arbitrator shall be enforceable by any court
with competent jurisdiction. The parties agree that the
arbitrator may render an award based on the record if one party fails to respond
to pleadings or notices in the arbitration.
14.2
Counterparts
.
This
agreement may be executed in one or more counterparts, and as executed will
constitute one agreement, binding on all parties, notwithstanding that all
parties are not signatories to the original or the same
counterpart.
14.3
Attorneys
Fees
.
If any action, claim,
litigation or proceeding is brought by either party to enforce or interpret
this
Agreement, the prevailing party shall be entitled to its reasonable costs and
attorneys fees incurred at all levels in such action, claim or proceeding;
provided, however, that such fees shall not exceed thirty percent (30%) of
the
total amount awarded in any such action, claim or proceeding.
14.4
Severability
.
The
invalidity or unenforceability, in whole or in part, of any covenant, promise,
or undertaking, or any part thereof, or any provision of this Agreement shall
not affect the validity or enforceability of the remaining portions
thereof. Further, if the conditions or limitations contained in any
section or part thereof, are invalid or unenforceable in part by reason of
being
too broad in scope, too long in duration or too wide a geographic area, such
conditions and limitations shall not totally fail, but shall be deemed and
construed in all respects to be limited to the maximum scope, duration and
area
permitted by law, and in such manner to be specifically enforceable so as to
carry out the intent of the parties.
14.5
Survival
.
All
representations, warranties and agreements made by the parties herein shall
survive the termination or expiration of this Agreement.
14.6
Waiver
of Breach
.
The waiver by
either party of a breach of any provision of this Agreement by the other party
shall not be construed as a waiver of any subsequent breach by the other
party. No delay or omission on the part of a party in exercising any
right or remedy shall operate as a waiver thereof, and no single or partial
exercise by a party of any right or remedy shall preclude any other or further
exercise thereof or the exercise of any other right or remedy.
14.7
Amendments
.
No
amendment or variation of the terms and conditions of this Agreement shall
be
valid unless in writing and signed by the parties.
14.8
Assignability
.
The
rights and obligations under this Agreement are personal to each party and
are
not assignable to any other entity or person.
14.9
Time
Essence
.
Time shall be of the essence
throughout the term of this Agreement.
14.10
Headings
and Captions
.
The headings and other
captions in this Agreement are for convenience of reference only and shall
not
be used in interpreting, construing or enforcing any of the provisions of this
Agreement.
14.11
Gender
.
Whenever
the context so requires, any references to the singular pronoun shall include
the plural and vice-versa; and references to the masculine gender shall include
the feminine gender and vice-versa; and references to the neuter gender shall
include the masculine or feminine gender, whichever is applicable.
14.12
Parties
to Agreement
.
Nothing in this Agreement
will be construed as giving any person, firm, corporation or other entity,
other
than the parties
hereto
, their respective heirs, executors,
administrators, successors and assigns any right, remedy or claim under or
in
respect of this Agreement or any provision hereof.
14.13
Presumption
.
This
Agreement was drafted with the joint participation of both/all of the parties
hereto and their respective counsel and shall be construed neither against
nor
in favor of any of them, but rather in accordance with the fair meaning of
its
provisions.
14.14
Entire
Agreement; Binding
Effect
.
This Agreement constitutes the
entire agreement between the parties
hereto
with respect to the
subject matter hereof and supersedes all previous communications,
representations, agreements, arrangements, negotiations, or understandings,
whether verbal or written, between the parties. It shall bind and
inure to the benefit of both parties, their respective successors, and legal
representatives. This Agreement supersedes any and all prior
agreements or arrangements or understandings between the parties concerning
the
sale of assets by one party to the other party.
EXECUTED
by each party as of the date indicated below.
Capstone
Industries,
Inc.
By:________________________
Gerry McClinton, COO
Dated:
December 1, 2007
Souvenir
Direct,
Inc.
By:____________________________________
Howard
Ullman, President
Dated:
December 1, 2007
Magnet
World, Inc
By:________________________
Bruce Shirck, President
Dated:
December 1, 2007
HOWARD
ULLMAN III is signing solely to consent to Sections 7 and 8 of this Agreement
and not to any other provisions of this Agreement
Howard
Ullman, III
Signature:_________________________
Dated: December
1,
2007
EXHIBIT
"A"
ASSETS
Description
1
.
Certain
Intangible Rights
. All
right, title and interest of the Seller in and to the name and trade mark
“
Souvenir Direct” as and to the extent owned by the Seller as
of the Closing and to the corporate name in the State of Florida of
“Souvenir Direct, Inc.”
2.
Permits,
Licenses, Authorizations
. All permits, licenses or
authorizations, if any, issued by any regulatory agency which are used or useful
in the operation of the Seller relating to the Business to the extent
transferable and current or held by the Seller as of the Closing.
3.
Goodwill
. All
of Seller's goodwill in, and going concern value of, the Seller.
4. Customer
approved samples of existing designs for injection molded magnets and all
proprietary product lines described in Section A12 below.
17