Fixed Asset Purchase Agreement
Medina International Holdings, Inc. ("Medina") and MGS Grand Sports, Inc.
("MGS") hereby entered into an agreement to transact the following on June
18, 2008 in California.
1. Medina hereby agrees to acquire Fixed Assets as listed in Exhibit A from
MGS.
2. Medina will acquire the Name of the company Modena Sports Design, LLC. DBA
Harbor Guard (HG), web sites and domain names of both companies by
transferring to Medina.
3. In consideration for the above acquisition of fixed assets Medina will
issue 5,500,000 shares of common stockof which 5,445,000 will be issued to
MGS Grand Sports, Inc. and 55,000 shares to Mardikian Design.
4. Medina will link the Medina website and Medina Marine (MM) website to HGB
website immediately upon signing this agreement
5. Sales commission agreement with existing agents will be renewed with Medina
Marine, Inc. (wholly Owned Subsidiary of Medina) and Harbor Guard Boats
separately. Sales commission will start accruing from the date of taking
delivery of the assets and inventory.
6. HGB will hand over all the existing orders to Harbor Guard Boats new
management team.
7. Medina will under take to produce and sell the customers from the date of
this agreement with Mardikian's help & guidance.
8. All previous sales liability will be the responsibility of Mardikian.
9. New production by Medina is assumed from the time the agreement is signed.
10. Albert's new ideas will be estimated for approval by the Board of Medina.
After the approval of the Board, capital expense will be allocated for
Albert to work on the project
11. Right to use and exercise the License transferred by Mardikian to produce
patented items under Medina include the following:
a) 12' Rescue and Fire Rescue water craft design
b) 15' Rescue and Fire Rescue water craft design
c) 18' Rescue and Fire Rescue water craft design
d) 20' Rescue and Fire Rescue water craft design
e) 24' Rescue and Fire Rescue water craft design
f) 26; Rescue and Fire Rescue water craft design
g) 28' Rescue and Fire Rescue water craft design
h) 30' Rescue and Fire Rescue water craft design
i) 35' Rescue and Fire Rescue water craft design
j) 22' Vortex
k) 30' Modena 302
l) All Water Pump technology and designs.
m) Doors
n) MCD System
o) New projects like Trash, Limousine, Taxi and all other marine related
projects
p) MM will also have the right to produce in any of the models mention
above in any configuration, such as Police Model, Patrol Model,
Military Model, Ballistic Model, etc....
12. Licensing Rights on Patents and Designs will be agreed upon under separate
licensing agreement between Medina and Mardikian Designs. Medina will hold
the License rights in its name.
13. Medina will have the right to sub License the Rights to products it
produces to its subsidiaries and Associate companies by Albert Mardikian's
approval.
14. Medina will enter into separate contract with Hull and Deck manufacturer
which is done by Albert Mardikian.
15. Assets list to include the following:
Hand Tools, Power Tools, 4 Chopper Gel Coat Machine, Welders, A Frame, Boat
dolly's, Boat hull stands, Fork Lifts.
16. Accounts payable representing the HG Inventory (raw material, parts, and
work in progress) under this purchase agreement will be Medina
responsibility. Payments on account of account payable will be paid to
Albert Mardikian upon collection of money on boats completed and sold.
17. Rent of $6,500.00 will be paid monthly per lease agreement inclusive of all
taxes etc.
18. Medina will decide the economically sensible place to produce all
production.
19. Mardikian will provide all necessary help to make a smooth transition to
Medina for expanding the business activity
20. Employment agreement will be drawn up separately with Albert Mardikian in
par with Madhava Rao Mankal and Daniel Medina.
21. Medina will have the right to pay all its past debts from present and
future Medina Marine boat sales.
22. All product liabilities of Harbor Guard Boats prior to this merger will be
sole responsibility of Mardikian. Liability can be of any nature from
product liability to debt to any thing. And the same applies to Medina
Marine product liabilities.
23. Albert Mardikian will be appointed Chairman and CEO of Harbor Guard boats,
Llc which is wholly owned by Medina
24. Albert will be appointed as Director of Medina International Holdings,
Insofar a period of Three years
25. If Harbor Guard Boats books need to be audited, cost of the audit will be
born by Medina.
Signature Page
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MGS Grand Sports, Inc.
2051 Placentia Ave., Costa Mesa, CA 92627
- ------------------------------------
Daniel Medina, President
Medina International Holdings, Inc.
255 S. Leland Norton Way,
San Bernardino, CA 92408
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- -------------------------------------
Madhava Rao Mankal, CFO,
Medina International Holdings, Inc.
255 S. Leland Norton Way,
San Bernardino, CA 92408
EXHIBIT A
Fixed Assets Schedule
Description Quantity
----------- --------
Machinery
---------
1. Komatsu FG 20 Fork Lift 1
2. Fans Hi Volume 2
3. Devolt Cutting Machine 1
4. Stool to Work on Pumps 1
5. Hydraulic Press 1
6. Rotating Screw Bins 3
7. Flat Sander 1
8. Drill Motor 2
9. A Frame Yellow 12' Duel Pick up 1
10. Power Vacuum 2
11. Rockwell Delta Cutting Machine Large 1
12. Ridge Cutting Machine 1
13. Accetely Torch Set 1
14. Engine Hoist 1 Ton 1
15. Miller Mastics Welding Machine 1
16. Lifting Bolt Jacks 2
17. Battery Charger 1
18. A Frame Electric 14' 1
19. Rockwell Delta Bench Saw 1
20. Rockwell Horizontal Cutting Saw 1
21. Chopper 2
22. Resin Machine 2
23. Ladder Movable 2
24. Trailer 30' Yellow 1
25. Trailer Black 1
26. Trailer Pacific Galvanized 1
27. Trailer at Sea Fab 1
28. Saw Table 1
29. Dolly 1
30. Compressor RED (Victor) 1
31. Scale 1
32. Dolly at Sea Fab 2
Tools
-----
33. Tools on the Rack 1
34. Tools in Boxes 3
35. Clamps for Gluing 200
Office Equipment
----------------
36. Cabinets 2
37. Time Card Machine 1
38. Blue Printing Machine 1
39. Tables 3
40. Desk 1