Exhibit 10 – Transition Agreement between
Bene Japan and Registrant
Transition
Agreement Between Bene Co., Ltd and
Bene IO,
Inc.
Effective
January 1, 2007
This Transition Agreement entered
into as of January 1, 2007, between Bene Co., Ltd.
(“BC”), a Japan corporation, and Bene IO, Inc.
(“IO”), a Delaware corporation.
RECITALS
Whereas, the Board of Directors of
Bene Co. and Bene IO have each determined that it would be
appropriate and desirable for BC to contribute and transfer to IO,
and for IO to receive and assume, directly or indirectly,
substantially all of the assets of BC, but none of the liabilities
associated with BC;
Whereas BC has acquired IO and
caused IO to be re-incorporated in order to effect the
transition;
Whereas BC seeks to become a public
company and BC believes that being a public company with its HQ in
the U.S. will facilitate sales;
Whereas IO is a U.S. public company;
Whereas the parties intend in this
Agreement to set forth the principal arrangements between them
regarding the transition of BC to IO;
Whereas in consideration of the
receipt noted above, the major shareholders (see attached list)
will receive stock certificates of IO which amounts to the
percentage of ownership equaling 99%.
Now, therefore, in consideration of the
foregoing, the parties hereto agree as follows:
ARTICLE I – TRANSITION
Section 1.1 Unless otherwise
provided in this Agreement or in any agreement to be executed in
connection with this Agreement, the effective time and date of each
transfer of assets shall take place through out the year of
2007.
ARTICLE II – DOCUMENTS AN ITEMS TO BE
DELIVERED IN 2007
Section 2.1 Documents to Be
Delivered By BC. D
