ASSET PURCHASE AGREEMENT
By and between
Brownsville Company
And
Fraser River Metals Depot Inc.
THIS ASSET PURCHASE AGREEMENT (hereinafter referred to as
"Agreement") is entered into as of the 16 day of November,
2006 by and between Brownsville Company (hereinafter
referred to as "the Seller") and Fraser River Metals Depot
Inc. (hereinafter referred to as "the Purchaser") as
follows:
Article 1 (Purpose)
This Agreement is entered into for the purpose of setting
forth the terms and conditions agreed between the parties as
well as to clarify the rights and obligations of the parties
regarding the sale of the Seller's Assets, both tangible and
intangible, and Liabilities to the Purchaser (as defined
below).
Article 2 (Definitions)
(1) "Assets" means all of the Seller's tangible and intangible
assets as specified in Article 6.
(2) "Liabilities" means the Seller's liabilities as set out in
section 7.
(3) "Closing Date" means the date of completion of all the
procedures specified in Article 8 below.
Article 3 (Term)
This Agreement shall be effective from the execution date
hereof.
Article 4 (Price)
The Purchaser shall pay to the Seller the total of US$ 2.00
and other valuable consideration receipt and which is hereby
acknowledged including
the termination and cancellation of
the Seller's obligation (the "Obligation") to issue to the
Purchaser 250,000 shares of Common Stock of the Seller
which were to be
issued to the
Purchaser pursuant to that
certain Asset Purchase Agreement dated March 31, 2004 which
Obligation is hereby terminated, cancelled and of no further
force and effect (the "Price").
Article 5 (Due Diligence)
(1) The parties shall conduct due diligence of the Assets and
Liabilities.
(2) The Seller shall permit to the Purchaser, within the
necessary scope of the due diligence during the general
business hours, access of all books and records directly
related to the Seller's Assets and Liabilities.
(3) The parties shall each be responsible for their own
costs
and expenses of the due diligence, including the fee for
accountants, attorneys and other specialists participating
in the due diligence.
Article 6 (Assets)
(1) On the terms and subject to the conditions of this
Agreement, the Seller shall, on the Closing Date, sell,
assign, transfer, convey and deliver to the Purchaser or
cause to be sold, assigned, transferred, conveyed and
delivered to the Purchaser, and Purchaser shall acquire from
Seller, on the Closing Date, all of Seller's right, title
and interest in and to the following assets, in each case
owned or leased by Seller and used primarily or, in the
case of clause (iv)of this Section 1, solely in connection
with Seller's boat launch, parking lot, marina and
convenience store business located in Maple Ridge, British
Columbia, Canada at the Closing Date (collectively, the
"Assets"):
(i)
the lease agreement, dated March 31, 2004, between
Fraser River Metals Deposit Inc., as landlord, and
Brownsville Company, as tenant. (the "Fraser Lease)
(ii)
all inventory, furniture, fixtures, equipment,
machinery and other tangible personal property at 23227
Dogwood Avenue, Maple Ridge, British Columbia, Canada,
V2X
4S4.
(iii) all books of account, general, financial, tax and
personnel records, invoices, supplier lists,
correspondence and other documents, records and files
and
all computer software and programs and any rights
thereto;
(iv)
all rights under all contracts, subcontracts,
licenses, sublicenses, agreements, leases, purchase
orders, customer orders, commitments and similar
binding arrangements of the Seller.
(b) Notwithstanding the foregoing, the Assets shall exclude
the following assets owned or leased by Seller (the
"excluded Assets"):
(i) all
cash, cash equivalents and bank accounts;
(ii) all
rights of the Seller in and to the name of
"Brownsville Company".
(iii) all
rights of the Seller under this Agreement
and any agreements ancillary hereto.
Article 7 (Liabilities)
(a) The Purchaser shall, on the Closing Date, assume and
shall pay, perform and discharge when due all liabilities of
the Seller as at the Closing Date arising out of or relating
to the Assets, all pre-existing contracts, agreements and
purchase orders and loan agreements the Seller has entered
into prior to the date of this agreement.
Article 8 (Closing)
(a) Subject to the terms and conditions of this Agreement,
the sale and purchase of the Assets and the assumption of
the Liabilities contemplated by this Agreement shall take
place at a closing (the "Closing") to be held at the offices
of Fraser River Metals Depot Inc., on the date hereof or at
such other place or at such other time or on such other date
as Seller and Purchaser may mutually agree upon in writing
(the day on which the Closing takes place being the "Closing
Date").
Article 9 (Consent)
(a) The Seller shall use
