Exhibit 10.6
AGREEMENT
THIS AGREEMENT is entered into between Scott A Frye, an individual, located at
1084 Route 87 Highway, Montoursville, Pennsylvania 17754 (hereinafter referred
to as "FRYE"); and American Sports Academy Inc., a Nevada company located at 422
Montana Avenue, Libby, MT 59923 (hereinafter referred to as "ASA, Inc.").
WHEREAS, FRYE has developed a new motor vehicle design, manufacturing and
distribution venture under the brand name of "IMANI" and;
WHEREAS, FRYE has developed the necessary arrangements and agreements with a
design and manufacturing firm called Hunter Design Group LLC, ("HUNTER"), which
has been in the automobile industry for over 30 years, has designed and built
various vehicles for other parties and has designed a 2 door Sport Roadster, a 4
door Sport Truck and a 2 door Sport Coupe; and
WHEREAS, HUNTER has warranted to FRYE they have obtained all Department of
Transportation, National Highway Traffic Safety Administration and Environmental
Protection Agency certifications necessary to both build and sell and drive said
vehicle in the U.S. on behalf of IMANI; and
WHEREAS, HUNTER has guaranteed FRYE they will have set up a minimum of three
Dealers for IMANI, as per Exhibit A, which are ready to sell the new designed
roadster, which will purchase a minimum of 3 vehicles per month within the next
60 days; and
WHEREAS, HUNTER has warranted to FRYE they will complete the Sport Roadster
within seven days and has identified all of the build of materials with costs
not to exceed $20,000 per Sport Roadster and has already obtained the
manufacturing facility and sub-contractors to manufacture up to 60 vehicles per
month; and
WHEREAS, FRYE and other parties he has identified have the ability to sign up
other Dealers, obtain other manufacturers or facilities, find additional
financing and work with the Dealers' banks; and
WHEREAS, FRYE and other parties have previously invested approximately $2.8
million over the past three years for all three models as per Exhibit B - Assets
and Liabilities and has control over said assets upon paying for the Notes
Payable and Licensing; and
WHEREAS, ASA, Inc. is a wholly owned subsidiary of Treasury International, which
is a public company trading under the symbol OTCBB: TRUY; and
WHEREAS, ASA, Inc. is currently seeking acquisitions and mergers and
facilitating new business ventures; and
WHEREAS, ASA, Inc has the willingness, readiness and ability to invest $200,000
to facilitate the completion of the three models, obtain Dealers and execute the
IMANI plan and aid FRYE in obtaining a credit line up to $25 million for IMANI;
and
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NOW, THEREFORE, in consideration of the foregoing, and the mutual
covenants and agreements hereinafter set forth, the parties agree as follows:
1. IMANI Definition. FRYE agrees to transfer all assets from IMANI to ASA,
Inc. as outlined in Exhibit C. ASA, Inc. agrees to change its name to
Imani Motors USA, Inc. ("IMUI"). IMUI shall design, manufacture, sell
and deliver vehicles under the IMANI brand. ASA, Inc. agrees to issue
50% of the outstanding shares of IMUI to FRYE and other parties FRYE
designates. Officers and Directors of IMUI will be named at a later
date as agreed upon by both parties. Furthermore, FRYE shall become a
Director of TII, IMUI's parent corporation.
2. ASA, Inc. agrees to wire transfer TWO HUNDRED THOUSAND AND NO/100
DOLLARS ($200,000) to a new account within 24 hours of signing this
Agreement to facilitate the completion of each of the production models
as per Exhibit C - Use of Proceeds.
3. Dealer Network. FRYE and other parties identified by him shall put
together a Dealer network for IMANI to manufacture, sell and deliver
three Dealers within 60 days from this Agreement and continue to build
out the Dealer network as outlined in the Exhibit D - Financial
Proforma 2004.
4. Certification. FRYE has warranted that HUNTER shall provide technical
assistance, know-how, and certification for all vehicles under the
IMANI brand for at least five years. IMUI agrees to pay HUNTER the
amount of ONE THOUSAND AND NO/100 DOLLARS ($1,000.00) per Sport
Roadster, ONE THOUSAND AND NO/100 DOLLARS ($1,000.00) per Sport Truck
and TWO THOUSAND AND NO/100 DOLLARS ($2,000.00) per Sport Coupe due to
the limited sales expected per year. It is further understood HUNTER
has agreed to release IMUI from paying this royalty upon receiving a
one-time payment of ONE MILLION AND NO/100 DOLLARS ($1,000,000.00).
5. Warranty. FRYE has warranted that HUNTER shall facilitate and obtain a
warranty company for IMANI and its vehicles.
6. Product Liability. FRYE has warranted that HUNTER shall facilitate and
obtain a proper product liability company for IMANI and its vehicles.
7. Manufacturer. FRYE has warranted that HUNTER shall obtain any and all
federal and state guidelines and requirements for IMANI to be a
manufacturer in the U.S.
8. Royalties. IMUI agrees to pay a ONE THOUSAND AND EIGHT HUNDRED AND
SIXTY EIGHT DOLLARS AND NO/100 DOLLARS ($1,868.00) royalty to FRYE or
one of his designated companies and/or assignees for every Sport
Roadster, Sport Truck and Sport Coupe IMUI manufacturers, assembles,
and / or sells and delivers. Upon the sale of IMUI, FRYE has agreed to
receive a one time payment of ONE MILLION EIGHT HUNDRED AND SIXTY EIGHT
THOUSAND AND NO/100 DOLLARS ($1,868,000.00) to release IMUI from any
further liability with regard to paying said royalties.
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9. General.
A. All parties acknowledge they have not been induced to enter
into this Agreement by any representation or warranty not
set forth in this Agreement. This Agreement contains the
entire agreement of the parties with respect to its subject
matter and supersedes all existing agreements and all other
oral, written or other communications between them
concerning its subject matter. This Agreement shall not be
modified in any way except in writing signed by both
parties.
B. This Agreement shall not be assigned by either party, in
whole or in part, without the prior written consent of the
other party. This Agreement shall be binding upon and shall
inure to the benefit of both parties and their respective
successors and permitted assigns. Such consent not to be
unreasonably withheld or delayed.
C. If any provision of the Agreement (or any portion thereof)
shall be held to be invalid, illegal or unenforceable, the
validity, legality or enforceability of the remainder of
this Agreement shall not in any way be affected or impaired
thereby.
D. The headings in this Agreement are intended for convenience
of reference and shall not affect its interpretation.
E. Both parties agreed to strict compliance with all applicable
anti-bribery laws, conventions and regulations.
F. The individuals executing this Agreement on behalf of FRYE
and ASA, Inc. each represent and warrant they are duly
authorized by all necessary action to execute this Agreement
on behalf of their respective principals.
G. Both parties agree to abide by the
Non-Disclosure/Non-Circumvent previously signed until such
time as agreed to both parties to disclose this Agreement to
the general public.
H. This Agreement shall be governed by and construed under the
laws of the Commonwealth of Pennsylvania and Lycoming
County. Parties hereby consent and subject themselves to the
jurisdiction and venue of the courts of Williamsport,
Pennsylvania.
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IN WITNESS WHEREOF, parties set their hands this _____ day of
__________ 2004.
Agreed By: Agreed By:
American Sports Academy Inc. Scott A. Frye (Individual)
By: _____________________________ By:________________________________
Date: __________________ Date: _____________________
- -------------------------------- ---------------------------------
WITNESS WITNESS
Date: __________________ Date: ______________________
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EXHIBIT A - LIST OF CURRENT DEALERS
1. Crown Auto - Florida
2. Grainger Auto - Georgia
3. Burt's Ford - Colorado
4. Burt's Ford - Colorado
Each Dealer is waiting for the completion of the first Sport Roadster to make a
final commitment and initial payment of $50,000 and further commit to a minimum
of three vehicles per month. Each location or point is required to pay $50,000
as Burt's Ford has two points.
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EXHIBIT B - ASSETS AND LIABILITIES
CURRENT ASSETS
Cash $ 7,000
23 ARO/SMD Bodies 69,000
iSR parts and components (3 vehicles) 260,000
iST parts and components 320,000
iSC parts and components 90,000
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TOTAL CURRENT ASSETS 746,000
PROPERTY AND EQUIPMENT
Garage Equipment 168,000
Accumulated Depreciation -
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168,000
OTHER ASSETS
Licensing 1,868,000
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TOTAL ASSETS $ 2,782,000
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LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Accounts Payable $ 5,200
Notes Payable 225,000
Licensing 1,868,000
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TOTAL CURRENT LIABILITIES $ 2,098,200
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