EXHIBIT 10.1
AGREEMENT OF ASSET ACQUISITION
This Agreement of Asset Acquisition (the "Agreement") dated April 30,
2001, by and between Highland Acquisition Corporation, a Delaware corporation
with its principal offices located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇,
("Buyer") and ▇▇▇▇▇▇ Beef Corporation, a New York corporation with its principal
offices located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ("Seller").
RECITALS
WHEREAS, Buyer desires to acquire certain of the assets of Seller, all as
more particularly set forth herein (the "Acquisition"); and
WHEREAS, the Acquisition shall be consummated pursuant to and in
accordance with the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
set forth herein, the parties agree as follows:
SECTION 1.
TRANSFER AND ACQUISITION OF CERTAIN ASSETS OF SELLER.
1.1 Acquisition of Assets. Subject to the terms and conditions of this
Agreement, Seller agrees to sell, convey, transfer, assign and deliver to Buyer,
and Buyer agrees to accept the transfer all of Seller's right, title and
interest in its assets, real, personal and mixed, tangible and intangible,
employed in the M.B.C. division of Seller (the "Business") including, without
limitation, the assets listed on Schedule 1.1 attached hereto but excluding the
items listed in Section 1.2 below (collectively, the "Transferred Assets").
Seller shall convey good and marketable title to the Transferred Assets and all
parts thereof to Buyer free and clear of all liabilities, claims, assessments,
security interests, liens, restrictions and encumbrances, except as expressly
provided herein to the contrary.
1.2 Excluded Assets. The Transferred Assets shall not include and Buyer
shall not acquire from Seller the following items ("Excluded Assets"):
1.3 Assumed Liabilities. Buyer shall assume only those liabilities listed
or described on Schedule 1.3 (the "Assumed Liabilities").
1.4 Excluded Liabilities. Except for the Assumed Liabilities, Buyer shall
not be obligated to pay or assume, and none of the Transferred Assets shall be
or become liable for or subject to, any liability of Seller, including, without
limitation, the following, whether fixed or contingent, recorded or unrecorded,
known or unknown (collectively, the "Excluded Liabilities"): (I) long, or short
term indebtedness, liabilities and other obligations or guarantees of Seller;
(ii) federal, state or local tax liabilities or liabilities of Seller relating
to the operations of Seller for the period prior to the Closing Date or
resulting from the consummation of the transactions contemplated herein,
including, without limitation, any income or acquisitions, tax,
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any franchise tax, and any other such tax; (iii) obligation or liability for any
and all claims by or on behalf of any employee of Seller relating to periods
prior to Closing; (iv) any liability, obligation, interest, sanctions, or
penalties arising out of or in connection with any claim or violation under the
Employee Retirement Income Security Act of 1974, as amended, and (v) any
liability or obligation arising out of or in connection with any act or omission
relating to the ownership or operations of the Business by Seller or the
Transferred Assets which occurred prior to Closing, including, but not limited
to any breach by Seller at any time of any contract or commitment, trade
payables relating to Transferred Assets or otherwise.
1.5 Transfer Price.
(a) The transfer price payable by Buyer to Seller for the Transferred
Assets ("Transfer Price"), shall be the sum of One Million
($1,000,000) Dollars payable as follows:
(i) $100,000 in cash at the closing, (ii) $850,000 by delivery of a
Note in that amount bearing interest at 8% per annum. The Note shall
be due two years after the closing with a mandatory prepayment due
ten days after the closing of an equity offering producing gross
proceeds of at least $3,000,000.
1.6 Instruments of Conveyance and Transfer. At the Closing, Seller shall
deliver to Buyer such bills of acquisition, endorsements, assignments, and other
good and sufficient instruments of transfer, conveyance, and assignment
satisfactory to Buyer and its counsel as shall be effective to vest in and
warrant to Buyer good and marketable title to the Transferred Assets, free and
clear of all mortgages, security agreements, pledges, charges, claims, liens,
and encumbrances. Simultaneously with such delivery, Seller shall take all steps
as may be required to put Buyer in actual possession and operating control of
the Transferred Assets and the Business. Seller shall obtain assignments to
Buyer of the Leaseholds.
1.7. Further Assurances. Seller' shall from time to time at the request of
Buyer and without further consideration, execute and deliver such instruments of
transfer, conveyance, and assignment in addition to those delivered pursuant to
ss.1.6 and take such other action as Buyer may reasonably request to more
effectively transfer, convey and assign to and vest in Buyer, and to put Buyer
in possession of, all or any portion of the Transferred Assets. In the event
that any consent is required to transfer any contracts to be assumed by Buyer
has not been received by the Closing, and Buyer waives such nonreceipt and
proceeds to Closing, Seller shall be obligated without further consideration to
use its best efforts to secure for the Buyer the benefits of such contracts.
SECTION 2.
CLOSING
2.1 Time and Place. Subject to the terms and conditions of this Agreement,
the closing (the "Closing") shall take place at 10:00 am. on May __, 2001, at
the officers of ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq., ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇ or at such other time, date, and/or place as the parties may
mutually agree or such later date as shall be deemed to be at least 10 days
following compliance with Article 6 of the New York Uniform Commercial Code. The
date on which the Closing occurs is referred to as the "Closing Date."
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2.2 Actions of Seller at closing. At Closing and unless otherwise waived
in writing by Buyer, Seller shall deliver to Buyer the following:
(a) A General ▇▇▇▇ of Acquisition and Agreement, fully executed by
Seller, conveying to Buyer good and marketable title to all tangible
and intangible assets which are a part of the Transferred Assets,
free and clear of all liabilities, claims, liens, security interests
and restrictions:
(b) Copy of resolutions duly adopted by the board of directors and the
shareholders of Seller authorizing and approving Seller's execution,
delivery and performance of this Agreement and the transactions
contemplated hereby, certified as true and of full force as of
Closing, by an appropriate officer of Seller;
(c) Certificate of a duly authorized officer of Seller certifying that
each covenant and agreement of Seller to be performed prior to
Closing pursuant to this Agreement has been performed in all
material respects;
(d) Certificate of a duly authorized officer of Seller certifying that
each representation and warranty of Seller is true and complete as
of the date of this Agreement and as of the Closing date;
(e) Certificate of existence and good standing of Seller from the State
of New York, dated the most recent practical date prior to Closing;
and
(f) Such other instruments and documents required under this Agreement
or as Buyer reasonably deems necessary to effect the transactions
contemplated hereby and to otherwise consummate the transactions
described herein.
2.3 Actions of Buyer at Closing. At the closing and unless otherwise
waived in writing by Seller, Buyer shall deliver to Seller the following:
(a) Copy of the resolutions duly adopted by the board of directors of
Buyer, authorizing and approving Buyer's execution, delivery and
performance of this Agreement arid the transactions contemplated
hereby, certified as true and in full force as of Closing by an
appropriate officer of Buyer;
(b) Certificate of a duly authorized officer of Buyer certifying that
each covenant and agreement of Buyer to be performed prior to
Closing pursuant to this Agreement has been performed in all
material respects;
(c) Certificate of a duly authorized officer of Buyer certifying that
each representation and warranty of Buyer as set forth herein, is
true and complete as of the date of the Agreement and as of the
Closing Date; and
(d) Certificate of Good Standing of Buyer from the State of Delaware
dated shortly before the Closing Date.
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SECTION 3.
REPRESENTATIONS AND WARRANTIES OF SELLER.
3.1 Seller's Representations and Warranties, Seller represents and
warrants to Buyer as follows:
(a) Ownership. The persons listed on Schedule 3.1(a) are the legal and
beneficial owners of all the issued and outstanding voting
securities of Seller, and such persons have voted to authorize this
transaction on behalf of Seller.
(b) Employees Attached as EXHIBIT 3.1(b) is a schedule listing the names
and compensation of each employee of Seller employed in the
Business. All of Seller's employees listed in Exhibit 3.1(c) are
employed at will. Seller has no pension, health or other employee
benefit plan in effect other than as described and identified in
Exhibit 3.1(c) nor are any of such employees entitled to any accrued
vacation pay or any other fringe benefits except as described in
Exhibit 3.1(c).
(c) Transferred Assets. The Transferred Assets are all the assets of
Seller used or reasonably needed to operate the transferred
Business. All of the Transferred Assets are owned by Seller, free
and clear of all liens and encumbrances, except for (i) potential
claims with respect to the trademarks included as part of the
Transferred Assets as described in EXHIBIT 11(c) and except for (ii)
the existing Security Agreement and uniform commercial code
financing statement granted by Seller to ________________________
Inc. a ___________ corporation (the "Existing Lienholder"). [The
Existing Lienholder has agreed to enter into an agreement in the
form of EXHIBIT 3.1(d) (the "Highland Subordination Agreement")
whereby the Existing Lienholder consents to the transaction provided
in this Agreement and agrees that its security interest in the
Transferred Assets will be subordinate to Buyer's title therein,
provided that such security interest shall remain in effect to the
extent that Seller has rights in such Transferred Assets pursuant to
the terms of the Security Agreement provided in ss1.4(b) Therefore,
taking the Security Subordination Agreement into effect, when the
transfer of the Transferred Assets to Buyer at the Closing will vest
complete and unencumbered title in the Transferred Assets to Buyer,
subject only to the Security Agreement provided in ss1.4(b)).
(d) Organization and Good Standing. Seller is duly qualified as a New
York corporation and is in good standing in any jurisdiction in
which the conduct of its business or the ownership of its assets
requires such qualif3cation except where such non-qualification has
not had a material adverse effect on Seller.
(e) Authorization; Validity. The execution, delivery, and performance of
this Agreement by Seller has been duly and validly authorized by all
requisite corporate action. This Agreement has been duly and validly
executed and delivered by Seller, and is the legal, valid, and
binding obligation of Seller, enforceable in accordance with its
terms, except as limited by bankruptcy, insolvency, moratorium,
reorganization, and
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other laws of general application affecting the enforcement of
creditor's rights and by the availability of equitable remedies.
(f) Consents. etc. Other than as set forth on EXHIBIT 3.1.(f), no
approval, consent, waiver, or authorization of or filing or
registration with any governmental authority or third party is
required for the execution, delivery, or performance by Seller of
the transactions contemplated by this Agreement.
(g) Violations. The execution, delivery, or performance of this
Agreement does not and will not (i) with or without the giving of
notice or the passage of time, or both, constitute a default, result
in a breach of, result in the termination of, result in the
acceleration of performance of, require any consent, approval, or
waiver (other than those identified on EXHIBIT 3.1(g)), or result in
the imposition of any lien or other encumbrance upon any property or
assets of Seller, under any agreement, lease, or other instrument to
which Seller is a party or by which any of the property or assets of
Seller is bound; (ii) violate any permit license, or approval
required by Seller to own the Transferred Assets and operate the
Business; (iii) violate any law, statute, or regulation or any
judgment, order, ruling, or other decision of any governmental
authority, court, or arbitrator; or (iv) violate any provision of
Seller's Certificate of Incorporation or Bylaws.
3.2 Survival of Representations and Warranties. Each of the
representations and warranties in Section 3 shall be deemed renewed and made
again by Seller at the Closing as if made as at that time, and shall survive the
Closing for the period of two years except that all representations are
warranties relating to taxes and tax returns of Seller shall survive until the
expiration of all applicable statute of limitation periods.
SECTION 4
REPRESENTATIONS AND WARRANTIES OF BUYER
4.1 Buyer's Representations and Warranties. As of the date hereof and as
of the Closing Date, Buyer represents and warrants to Seller the following:
(a) Corporate Capacity. Buyer is a for-profit corporation duly organized
and validly existing in good standing under the laws of the State of
Delaware. Buyer has the requisite power and authority to enter into
this Agreement, perform its obligations hereunder and to conduct its
business as now being conducted.
(b) Corporate Powers: Consents; Absence of Conflicts With Other
Agreements, Etc. The execution, delivery and performance of this
Agreement by Buyer and all other agreements referenced herein or
ancillary hereto to which Buyer is to be a party: (i) are within
Buyer's authority and powers, are not in contravention of law or of
the terms of Buyer's Certificate of Incorporation, By-laws or any
amendments thereto and have been duly authorized by all appropriate
corporate action; (ii) do not require any approval or consent of, or
filing with, any governmental agency or authority bearing on the
validity of this Agreement which is required by law or the
regulations
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of any such agency or authority; (iii) will neither conflict with
nor result in any material breach or contravention of, or the
creation of any lien under, any indenture, agreement, lease,
instrument or understanding to which Buyer is a party or by which
Buyer is bound; (iv) will not violate any statute, law, rule or
regulation of any governmental authority to which Buyer may be
subject; and (v) will not violate any judgment, order or decree of
any court or governmental authority to which Buyer may be subject.
(c) Binding Agreement. This Agreement and all other agreements to which
Buyer will become a party hereunder are and will constitute the
valid and legally binding obligations of Buyer and are and will be
enforceable against Buyer in accordance with the respective terms
hereof and thereof, except as enforceability against Buyer may be
restricted, limited or delayed by applicable bankruptcy or other
laws affecting creditors' rights generally and except as
enforceability may be subject to general principles of equity.
(d) Full Disc1osure. The representations and warranties of Buyer herein
do not and will not include any untrue statement of a material fact
or omit to state any material fact necessary to make the statements
made and to be made not misleading.
4.2 Survival of Representations and Warranties. Each of the
representations and warranties in Section 4 shall be deemed renewed and made
again by Buyer at the Closing as if made as at that time, and shall survive the
Closing for a period of two years.
SECTION 5
COVENANTS OF PARTIES.
5.1 By Seller Prior to the Closing. Except as may otherwise be consented
to or approved in writing by Buyer, Seller agrees that from the date of this
Agreement and until the Closing:
(a) Conduct Pending Closing. (i) The Business, shall be conducted only
in the ordinary course consistent with past practices; (ii) Seller
shall not declare any dividends, enter into any mergers, and shall
not engage in any borrowing, or hiring of new personnel
(b) Access to Records. Seller shall provide Buyer and its
representatives access to all books and records of Seller relating
to the Business.
(c) Enforcement of Agreements. For a period of twelve (12) months
following the Closing Date, Seller shall, upon Buyer's request,
cooperate with Buyer to provide for Buyer the benefits under any
contract or agreement, including any agreement with employees,
including, without limitation, enforcement of any and all rights
against the other party or parties.
(d) Employee Payments; Terminations and Rehirings. Seller shall pay all
employee compensation, benefits, vacations, sick time, and all other
payments due to its employees for the period up to and including the
Closing Date. Buyer shall, prior to or at the Closing Date, notify
Seller of which of the employees listed on Exhibit
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3.1(c) Buyer wishes to employ. Seller shall, effective at Closing
terminate all, such employees so that they may accept employment by
Buyer.
5.2 After Closing Indemnification. Seller will indemnify Buyer or Buyer's
successor in interest from any claim from any creditor of Seller relating to
Buyer purchasing the Transferred Assets.
SECTION 6
CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER
6.1 Conditions Precedent. Unless, at the Closing, each of the following
conditions is either satisfied or waived by Buyer in writing, Buyer shall not be
obligated to effect the transactions contemplated by this Agreement:
(a) Representations and Warranties. The representations and warranties
of Seller in this Agreement are true and correct at the date of this
Agreement and shall be true and correct as of the Closing as if each
were made again at that time.
(b) Performance of Covenants. Seller shall have performed and complied
in all respects with the covenants and agreements required by this
Agreement.
(c) Items to be Delivered at Closing. Seller shall tendered for delivery
to Buyer the following:
(i) Consents, etc. Consents for each item listed on Schedule 3.1(h).
(d) Good Standing Certificate. A good standing certificate from Seller
in New York.
(e) Corporate Action. A certified copy of the corporate action of Seller
authorizing and approving this Agreement and the transactions
contemplated by it.
(f) Transfer Documents. Deeds, bills of acquisition, assignments,
consents to assignments, and other instruments of transfer and
consent necessary to transfer to Buyer good and marketable title in
and to all of the Transferred Assets, free and clear of all liens,
except as set forth in this Agreement.
(g) Proceedings and Instruments Satisfactory. All proceedings, corporate
or other, to be taken in connection with the transactions
contemplated by this Agreement, and all documents incident thereto,
shall be satisfactory in form and substance to Buyer and Buyer's
counsel, whose approval shall not be unreasonably withheld.
(h) Certificate. There shall be delivered to Buyer an officer's
certificate, signed by Seller, to the effect that all of the
representations and warranties of Seller set forth in this Agreement
are true and complete in all material respects as of the Closing
Date, and that Seller has complied in all material respects with its
covenants and agreements required to be complied with by the
Closing.
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SECTION 7
CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER.
7.1 Conditions Precedent. Unless, at the Closing, each of the following
conditions is either satisfied or waived by Seller in writing, Seller shall not
be obligated to effect the transactions contemplated by this Agreement.
(a) Representations and Warranties. The representations and warranties
of Buyer in this Agreement are true and correct at the date of this
Agreement and as of the Closing as if each were make again at that
time.
(b) Performance of Covenants. Buyer shall have performed and complied in
all respects with the covenants and agreements required by this
Agreement.
(c) Items to be Delivered at Closing. Buyer shall have tendered for
delivery to Seller the following:
(i) Good Standing Certificate. A Certificate of the New York
Department of State showing that Buyer is in good standing.
(ii) Corporate Action. A certified copy of the corporate action of
Buyer authorizing and approving this Agreement and the
transactions contemplated by it.
(iii) Cash Payment, Note, Security Agreement. Buyer shall have
delivered the payment and the executed Note provided in
ss1.4(a) and the an executed copy of the Security Agreement
provided in ss.1.1(b) along with such signed forms UCC-l as
Seller's counsel shall reasonably request.
(iv) Security Subordination Agreement. Buyer shall have executed
and delivered the Security Subordination Agreement.
(d) Proceedings and Instruments Satisfactory. All proceedings, corporate
or other, to be taken in connection with the transactions
contemplated by this Agreement, and all documents incident thereto,
shall be satisfactory in form and substance to Seller and Seller's
counsel, whose approval shall not be unreasonably withheld.
(e) Certificate. There shall be delivered to Seller an officer's
certificate, signed by Buyer, to the effect that all of the
representations and warranties of Buyer set forth in this Agreement
are true and complete in all material respects as of the Closing
Date, and that Buyer has complied in all material respects with its
covenants and agreements required to be complied with by the
Closing.
SECTION 8
NOTICES.
Any notice, request, demand, or communication required or permitted to be
given to any provision of this Agreement shall be deemed to have been delivered,
given, and received for all
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purposes if written and (i) if delivered personally, by facsimile, or by courier
or delivery service, at the time of such delivery or (ii) if directed by
registered or certified United States mail, postage and charges prepaid,
addressed to the intended recipient, at the address specified below, two
business days after such delivery to the United States Postal Service.
If to Buyer at the address first provided above with a copy to:
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇.-▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
If to Seller at the address first provided above with a copy to:
▇▇▇▇▇▇ Beef Corporation
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Any party may change the address to which notices are to be mailed by giving
notice as provided herein to all other parties.
SECTION 9.
MISCELLANEOUS.
9.1 Entire Agreement. This Agreement, the Exhibits, and the Schedules,
contain all of the terms and conditions agreed upon by the parties with
reference to the subject matter and supersede any and all previous agreements,
representations, and communications between the parties, whether written or
oral. This Agreement, including its Exhibits and Schedules, may not be modified
or changed except by written instrument signed by all of the parties, or their
respective successors or assigns.
9.2 Assignment. This Agreement shall not be assigned or assignable by
Seller or Buyer without the express written consent of the other party except
that Buyer may assign this Agreement to a publicly-held corporation that is the
issuer of the Consideration Shares. This Agreement shall inure to the benefit of
and be binding upon the parties and their respective successors and assigns.
9.3 Captions. All section, schedule, and exhibit headings are inserted for
the convenience of the parties and shall not be used in any way to modify,
limit, construe, or otherwise affect this Agreement.
9.4 Counterparts; Facsimile Signatures. This Agreement may be executed in
several counterparts, each of which shall be deemed to be an original and which
together shall constitute one and the same instrument. Facsimile signatures
shall be of the same legal effect as if signed originally.
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9.5 Waiver. Each of the parties may, by written notice to the other, (i)
extend the time for the performance of any of the obligations or other actions
of the other party; (ii) waive any inaccuracies in the representations or
warranties of the other party contained in this Agreement or in any document
delivered pursuant to this Agreement; (iii) waive compliance with any other
covenants of the other party contained in this Agreement; or (iv) waive, in
whole or in part, performance of any of the obligations of the other party. No
action taken pursuant to this Agreement, including, but not limited to, the
consummation of the Closing or any knowledge of or investigation by or on behalf
of any party, shall be deemed to constitute a waiver by the party taking such
action, possessing such knowledge, or performing such investigation or
compliance with the representations, warranties, covenants, and agreements
contained herein. The waiver by any party of a breach of any provision of this
Agreement shall not operate or be construed as a waiver of any subsequent or
similar breach.
9.6 Controlling Law. This Agreement has been entered into the State of New
York and shall be governed by and construed and enforced in accordance with the
laws of New York.
9.7 Gender. Whenever in this Agreement the context so requires, references
to the masculine shall be deemed to include the feminine and the neuter,
references to the neuter shall be deemed to include the masculine and the
feminine, and references to the plural shall be deemed to include the singular
and the singular to include the plural.
9.8 Further Assurances. Each of the parties shall use all reasonable
efforts to bring about the transactions contemplated by this Agreement as soon
as practicable, including the execution and delivery of all instruments,
assignments, and assurances, and shall take or cause to be taken such reasonable
further or other actions necessary or desirable in order to carry out the intent
and purposes of this Agreement.
9.9 Attorneys' Fees. In the event a lawsuit is brought to enforce or
interpret any part of this Agreement or the rights or obligations of any party
to this Agreement, the prevailing party shall be entitled to recover such
party's costs of suit and reasonable attorney's fees, through all appeals.
9.10 References to Agreement. The words "hereof," "herein," "hereunder,"
and other similar compounds of the word "here" shall mean and refer to the
entire Agreement and not to any particular section, article, provision, annex,
exhibit, schedule, or paragraph unless so required by the context.
9.11 Schedules and Exhibits. Schedules and Exhibits to this Agreement (and
any references to any part or parts of them) shall, in each instance, include
the Schedules or Exhibits (as the case may be) attached hereto as well as any
amendments thereto (in each such case). All such Schedules and Exhibits shall be
deemed an integral part hereof, and are incorporated herein by reference.
9.12 Arbitration. Any dispute relating to this Agreement or the Note shall
be subject to binding arbitration in Delaware City, such arbitration to be
conducted by the American Arbitration Association ("AAA") pursuant to the AAA's
commercial rules as in effect at that
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time All parties agree that the AAA in Delaware City (and nowhere else) shall be
the proper venue for all such disputes.
9.13 Severability. Each section, subsection and lesser section of this
Agreement constitutes a separate and distinct undertaking, covenant, and/or
provision, in the event that any provision of this Agreement shall finally be
determined to be unlawful, such provision shall be deemed severed from this
Agreement, but every, other provision of this Agreement shall remain in full
force and effect.
9.14 Rights in Third Parties. Except as otherwise specifically provided,
nothing expressed or implied in this Agreement is intended, or shall be
construed, to confer upon or give any person, form, or corporation, other than
the parties hereto and their assigns, any rights or remedies, under or be reason
of this Agreement.
9.15 Expenses. Each party shall pay its own expenses in connection with
the negotiation and consummation of the transactions contemplated by this
Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
Highland Acquisition Corporation
a Delaware corporation
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ Richmond ▇▇▇▇▇▇▇▇
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Witness Richmond ▇▇▇▇▇▇▇▇, President
▇▇▇▇▇▇ Beef Corporation
a New York corporation
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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Witness
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LIST OF EXHIBITS.
EXHIBIT
NUMBER. DESCRIPTION
1.1(a) Description of intellectual property being transferred
1.1(c) List of all commitments, contracts, leases (other than those
provided in ss1.1(a)) and agreements relating to the Business and
the Transferred Assets.
3.1(b) List of Employees and all pension, health or other employee benefit
plans or fringe benefits
3.1(d) Form of Highland Subordination Agreement
3.1(f) List of Required Consents
3.1(g) Violations
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ASSIGNMENT
FOR GOOD AND VALUABLE CONSIDERATION, receipt of which is acknowledged,
Highland Acquisition Corporation, a Delaware corporation ("Highland") hereby
assigns to First India Diversified Holdings, Inc. all rights and interest of
Highland under that certain Agreement of Asset Acquisition dated April 30, 2001
between Highland and ▇▇▇▇▇▇ Beef Corporation.
Dated: April 30, 2001
Highland Acquisition Corporation
By: /s/ Richmond ▇▇▇▇▇▇▇▇
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Richmond ▇▇▇▇▇▇▇▇, President