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Equipment Purchase Agreement

Purchase and Sale Agreement

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Date: 1/24/2007

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This Equipment Purchase Agreement (the “Agreement”) is made as of the 22 nd day of August, 2006 (the “Effective Date”), by and between SGL TECHNIC Inc., a California corporation with an address at 28176 North Avenue Stanford, Valencia, California 91355 (the “Seller”), and TDM, L.L.C., a New Jersey limited liability company with an address at 700 Route 173, Bloombury, New Jersey 08804 (“Buyer”).




WHEREAS, the Seller desires to sell, and the Buyer desires to purchase that certain equipment of the Seller as more fully set forth on Exhibit A attached hereto and made a part hereof (the “Equipment”).


NOW, THEREFORE, in consideration of the premises, mutual covenants and agreements set forth herein, and intending to be legally bound, the Seller and Buyer hereby agree as follows:




1.1            Sale of Equipment . On the terms and subject to the conditions of this Agreement the Seller shall sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase, for that consideration set forth in Section 2.1 below, all of that equipment set forth on Exhibit A (“Equipment”) attached hereto and made a part hereof. The parties acknowledge and agree that the sale of the Equipment (including passing of ownership and title) will not be consummated unless and until the Purchase Price (as defined herein) has been paid in full by Buyer to Seller.


1.2            Bill of Sale . Upon payment in full by Buyer to Seller of the Purchase Price, Seller shall deliver to Buyer a bill of sale for the Equipment, substantially in the form attached hereto and made a part hereof as Exhibit B .


1.3            Condition of Equipment . The Buyer acknowledges that the Seller makes no representations or warranties whatsoever, express or implied, with respect to any matter relating to the Equipment (or any portion thereof) including, but not limited to, the physical, environmental or safety condition of the Equipment, the value of the Equipment, the merchantability or fitness of the Equipment for any particular purpose, or any other matter or thing relating to the Equipment. Without limiting the foregoing, Seller hereby disclaims any warranty, express or implied, of merchantability or fitness for any particular purpose with respect to the Equipment or any portion thereof. Buyer acknowledges that it has conducted an independent inspection and investigation of the physical condition of all Equipment relating to this Agreement as Buyer deems necessary or appropriate. Buyer acknowledges that it is purchasing the Equipment based solely upon such independent inspections and investigations and, accordingly, pursuant to this Agreement, the Buyer will purchase the Equipment “as is” and “where is,” and with all




faults. The provisions of this Section 1.3 apply to the Equipment as of the Effective Date and regardless of whether the Purchase Price has been paid in full.


1.4            Instruments of Conveyance and Transfer . As of the Effective Date, the risk of loss or damage to the Equipment shall pass to Buyer. Until such time as the Purchase Price has been paid in full, title and ownership of the Equipment shall remain with the Seller. Upon payment in full of the Purchase Price, the Seller shall deliver to the Buyer such instruments of conveyance and assignment as shall be effective to vest in Buyer full and complete right, title and interest in and to the Equipment free and clear of all liens, taxes, charges and encumbrances initiated by or related to the Seller.




2.1            Consideration to be Paid . In full consideration for the Equipment, and subject to the terms and conditions of this Agreement, Buyer shall pay to Seller the aggregate sum of Two Hundred Thousand US Dollars ($200,000.00) (the “Purchase Price”) as follows:




Five Thousand US Dollars ($5,000.00) upon full execution of this Agreement;




Ninety-five Thousand US Dollars ($95,000.00) on or before October 31, 2006;          




Fifty Thousand US Dollars ($50,000) on or before April 30, 2007; and




Fifty Thousand US Dollars ($50,000) on or before October 31, 2007.


Each payment shall be in immediately available funds by wire transfer to such account as Seller may designate.


2.2            Assumption of Liabilities and Indemnification . Buyer shall assume all obligations and liabilities with respect to the Equipment upon the Effective Date and Seller shall have no liability whatsoever. As of the Effective Date, the Buyer shall indemnify and hold harmless Seller, its parent, subsidiaries, affiliates, successors or assigns, officers, directors, employees, subcontractors, and agents against any and all claims demands, losses, damages, costs, fines, penalties, causes of action, suits and liabilities of every kind, for personal injury to and/or the death of any person and/or for damage to any property arising from or related to the Equipment or any products manufactured or resulting therefrom, including, but not limited to, any dismantling, packing, transport and re-assembly of the Equipment.


2.3            Security Interest . Until such time as the Purchase Price has been paid in full to Seller, Buyer hereby grants to Seller a purchase money security interest in the Equipment and all proceeds and products thereof. Buyer hereby authorizes Seller to file financing statements and continuation statements with respect to the Equipment as Seller may see







fit from time to time in order to perfect and maintain Seller’s security interest. Buyer authorizes Seller to send notices of this security interest to all parties having recorded financing statements showing an interest in any property of Buyer.


2.4          Insurance . Until the Purchase Price is paid in full, Buyer shall procure and maintain, at its own expense, the following insurance coverages:


(a)           Comprehensive General Liability insurance including blanket contractual, personal injury, and broad form liability, with Seller as a named additional insured, and with minimum limits of $1,000,000.00 per person and $2,000,000.00 per accident for any and all claims for in

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