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EXHIBIT 10.2
ASSET
PURCHASE AGREEMENT
THIS
AGREEMENT made this 31 st
day of January, 2008 by and between SCT, LLC, Arizona Limited
Liability Company (Seller), and CRC Crystal Research
Corporation, Nevada Corporation, (Purchaser).
In
consideration of the mutual covenants contained herein, it is
agreed by and between the parties as follows:
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1.
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Seller
shall sell and Purchaser shall purchase, free and clear of all
liens, encumbrancesand liabilities, those assets of Seller's
business, commonly known as purificationequipment prototypes
consisting of designs, drawings, software and equipment, all
of which are more fully described and enumerated in Schedule A
which is attached and by this reference made a part
hereof.
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2.
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Purchaser
shall pay the Seller as the purchase price for the foregoing the
sum of $627,821
and the Seller is willing to accept 627,821 common shares of the
Purchaser as full payment of the total purchase price.
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3.
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Seller
shall sell, assign, transfer, and convey to Purchaser the
assets, free of all liabilities.
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4.
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All
equipment included in the sale shall be as developed by the
seller and all based on thepatents Licensed by the Purchaser.
Purchaser shall accept the assets "as is" withoutwarranty as
to their condition and operation.
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5.
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The
actions to be taken by the parties hereto to close the
transaction as provided shalltake place on or before January
31, 2008, hereinafter referred to as the ("Closing Date").At
the closing, Seller shall deliver to Purchaser possession of
the assets, and good and sufficient ins
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