ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT is made this 27 day of March, 2004, by and
between Dorado Capital Ventures, Inc, (DCV) a Nevada Corporation, ("Buyer"), and
Ely Schless dba; Electric Moto and electricmoto.com, (Schless) a sole proprietor
("Seller").
RECITALS:
WHEREAS, Schless operates his business (the "Business") at certain leased
real properties identified in Exhihit A (collectively the "Premises"); and
WHEREAS, Buyer desires to purchase from Seller, and Seller desires to self
to Buyer, all Seller's rights, title and interest, if any, in and to certain
assets on the terms described below.
NOW, THEREFORE, the parties agree as follows:
1. Preamble; Preliminary Recitals.
The preamble and preliminary recitals set forth above are by this reference
incorporated in and made a part of this Agreement.
2. Purchase of Assets.
Subject to the provisions of this Agreement, Buyer agrees to purchase, and
Seller agrees to sell, all Seller's rights, title and interest, if any, in and
to the Purchased Assets, as defined in this paragraph. The purchase price for
the Purchased Assets shall be $20,000 ("Purchase Price").
"Purchased Assets" means, collectively all tangible property, including but not
limited to, furniture, fixtures, machinery, equipment, tools, and inventory
("inventory"), and the following intangible property: all right, title and
interest of Seller, if any, intellectual property (including, without imitation,
trademarks, tradenames, and service marks), telephone numbers and telephone
listings, insurance policies, customer lists, goodwill and other intangible
property related to the Business, which is located at the Premises on the
Closing Date; but excluding all other assets of Seller and specifically
excluding: (i) cash; (ii) any accounting related books and records, whether
written or electronically recorded; Oil causes of action not related to the
Purchased Assets; (iv) contingent and unliquidated claims of every nature except
those related to the Purchased Assets, including tax refunds, counterclaims, and
rights to set off claims; (v) deposits and (vi) any personal property subject to
any security interest in favor of a third party other than (none).
3. Payment of Purchase Price.
Buyer shall deriver to Seller the purchase price in the form of 20,000,000
unregistered common shares of Dorado Capital Ventures, Inc.
4. Assumption of Liabilities.
At Closing Buyer shall assume and agree to pay, discharge or perform as
appropriate only the following liabilities and obligations as kited in Exhibit C
(the "Assumed Liabilities):
a. All obligations under customer purchase orders;
b. All leases of personal property and equipment, and contracts or
agreements with vendors providing services to the Business after the
Closing Date as listed on Exhibit C.
c. Any and all expenses relating to the operation of the business of
Electric Moto.
Except for the Assumed Liabilities, Buyer is not assuming, nor shall it in
any way be liable or responsible for, any liabilities, obligations or debts of
Seller, whether accrued, absolute, contingent or otherwise, arising before or
after the Closing.
5. Covenants of Seller.
Seller hereby covenants and agrees with Buyer that:
a. Until the Closing Seller shall use its best efforts to maintain its
current relationships with suppliers, customers and others having
business relations with Seller in connection with the Purchased
Assets.
b. Until the Closing, except as may be first approved in writing by Buyer
or as is otherwise permitted or contemplated by this Agreement, Seller
shall conduct its business and all transactions with respect to the
Purchased Assets, only in the usual and ordinary course of business
consistent with Seller's past practice.
c. Until the Closing, Seller shall make no sale of assets other than in
the ordinary course of Seller's past practice.
d. Seller is a corporation in good standing with the State of Nevada with
a total of no more than 7 million shares issued and outstanding prior
to any agreed upon funding.
6. Closing.
a. In the event that Buyer is the successful Buyer following the Auction,
the consummation of the purchase and sale of the Purchased Assets (the
"Closing") shall be held at 4:00 p.m. on April 2, 2004 or sooner by
agreement of the parties, at such place as Buyer and Seller may agree.
b. At the Closing, Seller shall deliver the Purchased Assets to Buyer and
shall deliver the following documents to Buyer.
i list of Accounts;
ii. list of inventory;
iii such other documents as may be reasonably requested by Purchaser
in connection with the consummation of the transactions
contemplated by this Agreement.
c. At Closing Buyer shall pay to Seller the Purchase Price and shall
deliver to Seller the following documents:
i. All available corporate documents copies and bank records and
check books including but not limited to articles of
incorporation, by laws, IRS tax number information.
ii Executed copies of a Board of Directors meeting wherein Schuss
and other parties of his choosing are elected to the board of
Directors and the name of the corporation has been changed to
Electric Moto Corporation.
iii. Letters of resignation of all current Directors.
iv. such other documents as may be reasonably requested by Seller in
connection with the consummation of the transactions contemplated
by this Agreement.
7. Delivery and Condition of the Purchased Assets.
a. Immediately upon completion of the Closing, Seller shall be deemed to
have fully and completely transferred to Buyer all his rights, title
and interest, if any, in, as well as possession, custody and control
of, the Purchased Assets. Further upon dosing Seller will become the
controlling party of Buyer and shall be considered the surviving party
following said acquisition.
b. Buyer agrees that it is purchasing and shall take possession of the
Purchased Assets in their AS IS, WHERE IS condition and acknowledges
that it has previously been given the opportunity to and has conducted
such investigations and inspections of the Purchased Assets as it has
deemed necessary or appropriate for the purposes of this Agreement.
c. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, SELLER DOES NOT MAKE ANY
EXPRESS OR IMPLIED REPRESENTATIONS, STATEMENTS, WARRANTIES, OR
CONDITIONS OF ANY KIND OR NATURE WHATSOEVER CONCERNING THE PURCHASED
ASSETS, INCLUDING (WITHOUT LIMITING THE GENERALITY OF THE FOREGOING)
ANY WARRANTIES REGARDING THE OWNERSHIP, CONDITION, QUANTITY AND/OR
QUALITY OF ANY OR ALL OF THE PURCHASED ASSETS AND ANY AND ALL IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE
DISCLAIMED.
8. Conditions Precedent to Closing.
The performance by Seller and Buyer of their respective obligations under this
Agreement is subject to the condition that on the Closing Date no suit, action
or other proceeding shall be pending before any court or governmental or
regulatory authority which seeks to restrain or prohibit or to obtain damages or
other relief in connection with this Agreement or the consummation of the
transactions contemplated by this Agreement. Further it is agreed by both
parties that Buyer shall have completed the sale of 2,000,000 shares of
unregistered shares at $.05 per share for a total of 9100,000. Said funds will
be retained in Buyers checking account and turned over to Seller upon closing.
9. Default.
a. If Seller fails to make the required deliveries at the Closing or
otherwise defaults under this Agreement, then Buyer shall have the
right to terminate this Agreement and thereupon this Agreement shall
be null and void and of no legal effect whatsoever. If so terminated,
each party hereto shall suffer their own losses, costs, expenses or
damages arising out of, under or related to this Agreement.
10. Indemnity.
Buyer shall indemnify, defend and hold Seller harmless from and against any and
all losses, liabilities, damages, costs and obligations (or actions or claims in
respect thereof) (including reasonable counsel fees), which Seller may suffer or
incur arising out of or based upon:
a. the breach of any representation, warranty, covenant or agreement of
Buyer contained in this Agreement;
b. the Assumed Liabilities: and
c. the operation of the Business and the use of any of the Purchased
Assets after the Closing.
11. Notices.
Any notice required or permitted by this Agreement shall be in writing and
effectively delivered for all purposes if delivered personally, by overnight
delivery service or by United States mail, certified mail, postage prepaid,
return receipt requested and:
Buyer
Dorado Capital Ventures, Inc
356 Pine Street #1
Pacific Grove, CA 93950
Seller
Ely Schless
Ashland, OR 27520
All notices shall be deemed delivered upon receipt.
12. Survival.
The representations, warranties and covenants contained herein shall not survive
the execution and delivery of this Agreement and Closing.
13. Brokers.
Buyer and Seller each warrants to the other that it has not engaged, consented
to, or authorized any broker, investment banker, or other third party to act on
Its behalf, directly or indirectly, as a broker or finder in connection with the
transactions contemplated by this Agreement and no such third party is entitled
to any fee or compensation in connection with this Agreement or the transactions
contemplated hereby by reason of any action of it.
14. Amendment and Modification.
This Agreement may be amended, modified or supplemented only by written
agreement of Buyer and Seller.
15. Severability
Any provision of this Agreement that shall be prohibited or unenforceable shall
be deemed ineffective to the extent of such prohibition or unenforceability
without invalidating the remaining provisions hereof.
16. Entire Agreement
This Agreement sets forth all of the promises, covenants, agreements, conditions
and undertakings between the parties hereto with respect to the subject matter
hereof, and supersedes all prior and contemporaneous agreements and
undertakings, inducements or conditions, express or implied, oral or written.
17. Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of
the State of Illinois_
18. Counterparts.
This Agreement may be executed in one or more counterparts all of which when
taken together constitute one and the same instruments. A signed counterpart is
as binding as an original.
19. Headings, Exhibits.
The headings used in this Agreement are for convenience only and shall not be
used to limit or construe the contents of any of the sections of this Agreement.
All lettered Exhibits are attached to and by this reference made a part of this
Agreement.
20. Binding Effect.
This Agreement shall be binding upon and inure to the benefit of the parties
hereto, their successors and assigns.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date and year first above written.
Dorado Capital Ventures, Inc Electricmoto
/s/ Christopher Miles /s/ Ely Schless
- ------------------------------------- --------------------------
by: Christopher Miles, President Ely Schless
EXHIBIT B
ASSIGNEE'S BILL OF SALE
-----------------------
For good and valuable consideration, receipt of which is hereby acknowledged,
the undersigned, Ely Schless ("SELLER"), hereby assigns, conveys and transfers
over unto Dorado Capital Ventures, Inc ("BUYER"), all of his right, title and
interest, if any, in and to the Purchased Assets as defined in that certain
Asset Purchase Agreement between Seller and Buyer dated March 27. 2004 (the
"Purchase Agreement").
The purchase price for the Purchased Assets is $15,000. THE PURCHASED ASSETS ARE
BEING SOLD "AS-IS, WHERE-IS' WITH NO WARRANTIES OR REPRESENTATIONS WHATSOEVER,
EXCEPT AS EXPRESSLY PROVIDED IN THE PURCHASE AGREEMENT, INCLUDING, WITHOUT
LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
IN WITNESS WHEREOF, the parties hereto have caused this Bill of Sale to be
executed as of the 5th day of April 2004
For ElectricMoto and as individual
/s/ Ely Schless
----------------------------------
Ely Schless
Electricmoto Blade Tooling,
Documentation and Parts Inventory as
of 3/22104
Item # Description Value at Cost
$
1 10 unwelded swingarms 1,000
2 10 welded main frames 4,700
3 1 all position weld fixture 1,200
4 5 assembly 425
fixtures
5 1 fender vacuform tool and 750
trimmer
6 1 belt cover vacuform tool 650
7 1 controller roof vacuform tool 150
8 1 main frame weld fixture 5,500
9 8 various mitre, bend and weld 1800
fixtures
10 10 miscellaneous parts kits 1250
11 1 rear subframe fixture 1,400
12 shipping crates and boxes 200
13 1 swingarm 1,200
fixture
14 85 AutoCad Drawings and 6,375
Documentation
note: based on 1 hour average dwg. Time
$75/hour
15 cold cut saw 2200
16 vacuformer 7800
17 lathe 4500
18 mill 8200
19 mig welder 1450
20 20" disc sander 2130
21 band saw 7200
22 hand tools 4700
Total value of documentation, tooling and existing
parts 64,780
inventory