Unassociated Document


    Purchase
      Agreement by and between

    JDCO,
      Inc. and Java Nevada, LLC 

    July
      11, 2007 

     

    AGREEMENT
      TO PURCHASE ALL LOCATIONS OF JAVA DETOUR, INC. IN NEVADA

    


    This
      ASSET PURCHASE AGREEMENT ("Agreement") is made and entered into as of the
      11th
      day of
      July, 2007, by and between JDCO, Inc. a California corporation, with a business
      address at 2121 Second Street, Suite C105, Davis, CA 95618 ("Seller") and Java
      Nevada, LLC a Nevada limited liability company, with a business address at
      985
      White Drive Ste 100, Las Vegas, Nevada 89119 ("Buyer"). 

     

    RECITALS

    A.
      Seller
      is engaged in the business of operating, offering and selling gourmet coffee
      franchises, which operates under the Java Detour® brand throughout the world and
      owns and operates four (4) retail locations of Java Detour® within Nevada at the
      following addresses: 1501 West Charleston Blvd., Las Vegas, NV 89102; 2840
      E.
      Tropicana Avenue, Las Vegas, NV 89121; 6087 S. Pecos Road, Las Vegas, NV 89120;
      and 1659 W. Warm Springs Road, Henderson, NV 89014(each a “Location” and
      collectively, the "Nevada Business").

    B.
      Subject to the terms and conditions contained in this Agreement, Seller desires
      to sell to Buyer, and Buyer agrees to purchase from Seller, substantially all
      of
      the Assets of Seller related to the Nevada Business. 

    C.
      Buyer
      is purchasing all Assets of Seller related to the Nevada Business. J Dapper
      and
      Don Forman, each members of Buyer, are willing to provide a guaranty of the
      payment obligations of Buyer.

    D.
      Buyer
      is the master franchisor in Nevada for Java Detour® pursuant to that certain
      Master Franchise Agreement dated December 6, 2006 between the Seller and Buyer
      (the “MFA”). Pursuant to the MFA, Seller sold the rights to develop and open
      franchised stores in the State of Nevada to Buyer while retaining the right
      to
      open more company-owned retail stores in the State of Nevada (the “Retained
      Rights”). 

    E.
      In
      connection with the transaction contemplated herein, Seller agrees to relinquish
      the Retained Rights to Buyer pursuant to an amendment to the MFA executed in
      connection with the closing of the transactions contemplated
      herein.

     

    In
      consideration of the mutual covenants, representations, and warranties contained
      in this Agreement, the parties agree as follows: 

     

    ARTICLE 1. 

    PURCHASE AND
      SALE OF ASSETS 

    1.1.
      Purchase and Sale of Assets. 

    Seller
      agrees to sell to Buyer, and Buyer agrees to purchase from Seller, at Closing
      (as defined below), all of Seller's right, title, and interest in and to all
      of
      the assets used by Seller in connection with the operation of the Nevada
      Business other than the Excluded Assets (the “Assets”). ALL ASSETS SHALL BE
      TRANSFERRED BY THE SELLER TO THE BUYER ON AN AS-IS, WHERE IS BASIS, WITH ALL
      FAULTS AND DEFECTS, AND WITH NO REPRESENTATIONS OR WARRANTIES BY SELLER AS
      TO
      DEFECTS, DEFAULTS, ENFORCEABILITY, STATE OF TITLE OR ADEQUACY OF CONSIDERATION
      (except for the representations and warranties set forth in Section 5.1 of
      this
      Agreement). The Assets to be sold and transferred include the following assets
      of Seller: 

    (a)
      All
      tangible personal property, furnishings, fixtures, equipment, machinery, parts,
      accessories, inventory, and any other property listed on Schedule 1 (the
      "Personal Property"); 

    (b)
      All
      of Seller’s rights under the contracts, agreements, equipment leases,
      warranties, and other rights or agreements, whether written or oral, listed
      on
      Schedule 2 (the "Contracts"); 

    (c)
      All
      real estate leases listed on Schedule 3, together with all of Seller's interest
      in any security deposits, prepaid rent, leasehold improvements, and
      appurtenances to the leased property (the "Real Property Leases"); and


    (d)
      All
      of Seller's right, title, and interest in and to the goodwill associated with
      the Nevada Business (the "Intangible Property"). 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    1.2.
      Excluded Assets. 

    The
      Assets shall not include, and Buyer shall not acquire any interest in, the
      assets of Seller listed on Schedule 4 (the "Excluded Assets"). 

    1.3.
      Permitted Liens. 

    Seller
      shall convey title to the Assets to Buyer free and clear of all liens, security
      interests, and encumbrances of any kind or nature, other than those items listed
      on Schedule 5 (the "Permitted Liens"). 

    1.4.
      Risk
      of Loss. 

    Seller
      assumes all risk of loss or damage to the Assets prior to the Closing. In the
      event there is any material loss or damage to all or any portion of the Assets
      prior to the Closing, Buyer may either terminate this Agreement pursuant to
      Article 11, or negotiate with Seller for a proportionate reduction in the
      Purchase Price to reflect the loss or damage. For the purposes of this
      provision, the term "material loss or damage" shall mean any loss or damage
      to
      the Assets with an aggregate cost of $10,000. 

     

    ARTICLE 2. 

    ASSUMPTION OF LIABILITIES 

    2.1.
      Assumption of Liabilities. 

    Effective
      as of the Closing Date (as defined below), and in addition to any other
      liabilities expressly assumed by Buyer under this Agreement, Buyer shall assume
      responsibility for the performance and satisfaction of all of the executory
      obligations and liabilities of Seller listed on Schedule 6 (the "Assumed
      Liabilities"). 

    2.2.
      Excluded Liabilities. 

    Except
      as
      expressly provided in this Agreement, Buyer shall not assume or become liable
      for any obligations, commitments, or liabilities of Seller, whether known or
      unknown, absolute, contingent, or otherwise, and whether or not related to
      the
      Assets, including, without limitation, any employment, business, sales, or
      use
      tax relating to Seller's operation of the Nevada Business and use and ownership
      of the Assets prior to the Closing. 

     

    ARTICLE 3. 

    PURCHASE PRICE 

    3.1.
      Purchase Price. 

    The
      purchase price to be paid by Buyer to Seller for the Assets (the "Purchase
      Price") shall be One Million One Hundred Thousand US Dollars. ($1,100,000).
      

    3.2.
      Payment of Purchase Price. 

    At
      the
      Closing, Buyer shall pay the Purchase Price to Seller as follows: 

    (a) Two
      Hundred Thousand US Dollars ($200,000) (the “Cash Purchase Price”);
      and

    (b) that
      certain promissory note (the “Promissory Note”) in the principal amount of Nine
      Hundred Thousand Dollars ($900,000), in substantially the form attached as
      Exhibit 1. 

    3.3.
      Allocation of Purchase Price. 

    The
      Purchase Price shall be allocated among the Assets as follows: 

    (a) Personal
      Property Equipment $725,000.

    (b) Inventory
      $50,000.

    (c) Intangible
      Property Good Will $125,000

    (d) Tenant
      Improvements $200,000.

    The
      parties agree to be bound by this allocation and to report these items for
      federal income tax purposes as allocated. The parties agree to execute and
      deliver Internal Revenue Service Form 8594 reflecting this allocation. 

    3.4.
      Effect of Allocation. 

    The
      parties agree to abide by the allocation of the Purchase Price specified in
      this
      Agreement, and agree to report the transaction as so allocated for income tax
      purposes.

    3.5
      Waiver of Franchise Fee Sixty (60) Days from Closing. Seller agrees to waive
      the
      payment by Buyer of any Franchise Fee per the MFA for the Locations for a period
      of sixty (60) days commencing on the Closing Date and terminating on the 60th
      day thereafter.  Buyer agrees that any 'gift card promotions' or other
      prepaid product purchases sold by Seller prior to Buyer's legal ownership of
      the
      Nevada Business and the Assets shall not be presented to Seller for
      reimbursement.  In
      the
      event it is determined at a later date that the outstanding prepaid product
      purchases sold by Seller is greater than or less than the waiver of royalty
      allowed herein, that royalty waiver shall be appropriately
      adjusted.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ARTICLE 4. 

    CLOSING 

    4.1.
      Time
      and Place of Closing. 

    The
      closing for the purchase and sale of the Assets (the "Closing") shall be held
      at
      Java Nevada LLC, 985 White Drive, Suite 100, Las Vegas, Nevada 89119, Clark
      County on or before August 1, 2007 or at such other time and place as the
      parties may mutually agree in writing (the "Closing Date"). At Closing, Seller
      shall transfer and convey title to the Assets to Buyer as provided in this
      Agreement, subject only to the Permitted Liens. 


    ARTICLE 5. 

    REPRESENTATIONS AND WARRANTIES OF SELLER 

    5.1.
      Seller's Representations and Warranties. 

    Seller
      makes the following representations and warranties to Buyer, each of which
      is
      true and correct as of the date of this Agreement, and will be true and correct
      as of the Closing Date: 

    (a)
      Seller is corporation, duly organized, validly existing, and in good standing
      under the laws
      of
      the state of its organization, and is qualified to transact business in the
      State of California and Nevada. 


    (b)
      Seller has full legal power and authority to enter into and perform this
      Agreement, and this Agreement constitutes the valid and binding obligation
      of
      Seller, enforceable in accordance with its terms. 

    (c)
      The
      execution and delivery of this Agreement does not conflict with, violate, or
      constitute a default under the terms, conditions, or provisions of any agreement
      or instrument to which Seller is a party, or any law, judgment, or order of
      which Seller is aware, and will not result in the creation of any lien, security
      interest, or encumbrance on any of the Assets. 

    (d)
      There
      is no action, suit, proceeding, or claim pending, or, to the best of Seller's
      knowledge, threatened against Seller or the Assets that would affect Seller's
      ability to fulfill its obligations under this Agreement or that would impair
      the
      value of the Assets. 

    (e)
      Seller has, and will have at Closing, good and marketable title to the Assets
      free and clear of all liens, charges, and encumbrances other than the Permitted
      Liens. 

    (f)
      Seller has provided Buyer with true and correct copies of all Contracts. To
      Seller's knowledge, all of the Contracts are in full force and effect, have
      been
      duly executed by the parties, and Seller is not in default under any Contract.
      

    (g)
      Seller has provided Buyer with true and correct copies of all Real Property
      Leases. To Seller's knowledge,
      each Real Property Lease is in full force and effect, and Seller is not in
      default under any Real Property Lease. 

    (h)
      Seller has provided Buyer with true and correct copies of all documents
      evidencing Seller's rights in the Intangible Property. To Seller's knowledge,
      each agreement, instrument, or license with respect to the Intangible Property
      is in full force and effect, and Seller is not in default under any such
      agreements. 

    (i)
      Seller is not a party to, or otherwise bound by, any collective bargaining
      agreement, multi-employer pension fund, or other labor union agreement with
      respect to any persons employed by Seller in connection with its operation
      of
      the Nevada Business. 

    5.2.
      Correctness of Representations. 

    No
      representation or warranty of Seller in this Agreement or any other information
      furnished by Seller pursuant to this Agreement contains any untrue statement
      of
      material fact or fails to state any fact necessary in order to make the
      statements not misleading in any material respect. All statements,
      representations, and other information provided by Seller to Buyer shall be
      true
      and correct on and as of the Closing Date as though made on that date.


     

    
      ARTICLE 6.

      REPRESENTATIONS AND WARRANTIES 
        OF BUYER 

      6.1.
        Buyer's Representations and Warranties. 

      Buyer
        makes the following representations and warranties to Seller, each of which
        is
        true and correct as of the date of this Agreement and shall be true and correct
        as of the Closing Date: 

      (a)
        Buyer
        is limited liability company, duly organized, validly existing, and in good
        standing under the laws
        of
        the state of its organization, and is qualified to transact business in the
        State of Nevada. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (b)
        Buyer
        has full legal power and authority to enter into and perform this Agreement,
        and
        this Agreement constitutes the valid and binding obligation of Buyer,
        enforceable in accordance with its terms. 

      (c)
        The
        execution and delivery of this Agreement does not conflict with, violate,
        or
        constitute a default under the terms, conditions, or provisions of any agreement
        or instrument to which Buyer is a party, or any law, judgment, or order of
        which
        Buyer is aware, and will not result in the creation of any lien, security
        interest, or encumbrance on any of the Assets. 

      (d)
        There
        is no action, proceeding, or claim pending, or, to Buyer's knowledge,
        threatened, against Buyer that would affect Buyer's ability to consummate
        the
        transactions contemplated by this Agreement. 

      (e)
        No
        consent, approval, or authorization of or declaration, filing, or registration
        with any governmental or regulatory authority is required in connection with
        the
        execution, delivery, and performance by Buyer of this Agreement or the
        consummation of the transactions contemplated by the Agreement.


      6.2.
        Correctness of Representations. 

      No
        representation or warranty of Buyer in this Agreement or any other information
        furnished by Buyer pursuant to this Agreement contains any untrue statement
        of
        material fact or fails to state any fact necessary in order to make the
        statements not misleading in any material respect. All statements,
        representations, exhibits, and other information provided by Buyer to Seller
        shall be true and correct on and as of the Closing Date as though made on
        that
        date. 

      


      ARTICLE 7. 

      COVENANTS
        PRIOR TO CLOSING

      7.1.
        Maintenance of Property Pending Closing. 

      At
        all
        times prior to the Closing Date, Seller shall continue to maintain the Assets
        and conduct its operation of the Nevada Business in the ordinary course and
        consistent with past practice.
        

      7.2.
        Access and Information. 

      Seller
        shall promptly provide Buyer with all information concerning the Nevada Business
        and the Assets that Buyer may reasonably request, and Buyer and its accountants
        and other representatives shall have access during normal business hours
        to all
        of the Assets and to the books and records of the Nevada Business. 

      7.3.
        Consents. 

      On
        or
        before the Closing Date, Seller, at its expense and with the assistance of
        Buyer
        as reasonably necessary, shall obtain all necessary consents required to
        assign
        Seller's interest in any of the Assets to Buyer as contemplated by this
        Agreement. In the event Seller is unable to obtain any such consent on or
        before
        the Closing Date, Buyer may terminate this Agreement as provided in Article
        11.


      7.4.
        Discharge of Liens. 

      All
        liens, claims, charges, security interests, pledges, assignments, or
        encumbrances relating to the Assets that are not Permitted Liens shall be
        satisfied, terminated, and discharged by Seller on or prior to the Closing
        Date
        and evidence reasonably satisfactory to Buyer and its counsel of the
        satisfaction, termination, and discharge of such liens, claims, charges,
        security interests, pledges, assignments or encumbrances shall be delivered
        to
        Buyer at or prior to the Closing. 

      7.5.
        Termination of Employees. 

      Seller
        shall terminate all of its employees working in the Nevada Business effective
        as
        of the Closing Date. Seller shall be responsible without exception for all
        compensation, taxes, insurance, and other benefits and amounts relating to
        its
        employees and shall indemnify and hold Buyer harmless from any claims made
        against Buyer with respect to the obligations. Buyer shall not assume or
        in any
        way become responsible or liable for any compensation, taxes, insurance,
        or
        other benefits and amounts payable by Seller on account of any of its employees.
        

      7.6.
        Further Assurances Prior to Closing. 

      Seller
        and Buyer shall, prior to Closing, execute any and all documents and perform
        any
        and all acts reasonably necessary, incidental, or appropriate to effect the
        transactions contemplated by this Agreement. 

      7.7.
        Notification of Changed Circumstances. 

      At
        any
        time after the date hereof and prior to the Closing, if either party becomes
        aware of any fact or circumstance that would materially change a representation
        or warranty made under this Agreement, the party with
        knowledge of those facts shall notify the other in writing as soon as possible
        after the discovery of the changed
        circumstances. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      7.8.
        Employees. 

      As
        soon
        as possible after the date hereof, Seller shall provide Buyer with a list
        ("Seller's List") of those employees who will not be retained by Seller after
        the Closing, together with the date of hire, the salary, and a list of benefits
        of each employee named. At any time after the receipt of Seller's List, Buyer
        may negotiate with any of the named employees with respect to employment
        by
        Buyer following the Closing. Seller and Buyer shall coordinate their efforts
        with respect to Seller's termination and Buyer's negotiations with Seller's
        employees so that the employees will receive notice of their termination
        by
        Seller and the possibility of employment with Buyer at substantially the
        same
        time. Prior to the Closing, but without any obligation to do so, Buyer shall
        endeavor to enter into employment agreements with all the employees whom
        Buyer
        desires to employ following the Closing.

      7.9.
        Broker's Fees. 

      Each
        party represents and warrants that no broker, finder, or any other person
        or
        entity has any claim for any brokerage commissions or fees in connection
        with
        any of the transactions contemplated by this Agreement. Each
        party shall indemnify the other against any claim or loss suffered as a result
        of any claim for brokerage commissions or fees payable, or claimed to be
        payable, on the basis of any actions in connection with this Agreement.


      7.10.
        Expenses of Closing. 

      The
        expenses of Closing shall be paid as follows: 

      (a)
        Buyer
        shall pay all sales and use taxes arising out of the transfer of the Assets,
        if
        any. 

      (b)
        Except as otherwise expressly provided in this Agreement, all other Closing
        fees
        and costs, including, but not limited to, legal fees, accounting fees,
        consulting fees, and other incidental expenses in connection with the
        transactions contemplated by this Agreement shall be borne by the party that
        incurs such expenses. 

      7.11.
        Proration of Expenses. 

      Except
        as
        otherwise expressly provided in this Agreement, all expenses associated with
        the
        Assets being conveyed to Buyer, including, but not limited to, taxes, rent,
        insurance premiums, and utility charges, shall be apportioned ratably between
        the parties as of the Closing Date on the basis of a 30-day month. This
        obligation to make apportionments shall survive the Closing. 

      7.12
        Due
        Diligence: 

      For
        a
        period of 15 days following the date hereof (such period being the “Due
        Diligence Review Period”), the, Seller shall make available to Buyer all
        information regarding the Nevada Business and the Assets reasonably requested
        by
        Buyer in connection with Buyer’s due diligence review of the Nevada Business and
        the Assets. Seller shall have the 15 days following the last day of the Due
        Diligence Review Period (such period being the “Seller’s Cure Period”) to
        address and cure any material issues raised by Buyer during the Due Diligence
        Review Period as a result of Buyer’s due diligence review of the Nevada Business
        and the Assets. If at the end of the Seller’s Cure Period the Buyer is not
        satisfied with the results of its due diligence investigation of the Nevada
        Business and the Assets, the Buyer shall have the option to terminate this
        Agreement by providing written notice to Seller of such termination within
        two
        days after the end of the Seller’s Cure Period. 

      


      ARTICLE 8. 

      CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER 

      8.1.
        Buyer's Conditions. 

      The
        obligation of Buyer to consummate the transactions contemplated by this
        Agreement shall be subject to the satisfaction, on or before the Closing
        Date,
        of each of the following conditions: 

      (a)
        The
        representations and warranties of Seller set forth in Article 5 shall be
        true
        and correct as of the date of the Agreement and shall be true and correct
        in all
        material respects at and as of the Closing Date. 

      (b)
        Seller shall have performed and complied in all material respects with all
        of
        the agreements, covenants, and conditions required of Seller by this Agreement
        on or before the Closing Date. 

      (c)
        No
        action, suit, or proceeding before any court or any governmental body or
        authority that would in any way affect the Assets or the ability of the parties
        to consummate the transactions contemplated by this Agreement shall have
        been
        instituted or, to Seller’s knowledge, threatened on or before the Closing Date.


      (d)
        The
        Assets shall be in substantially the same condition on the Closing Date as
        on
        the date hereof, and there shall be no material loss or damage to the Assets
        prior to the Closing. 


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      (e)
        Seller shall have obtained all necessary agreements and consents of any parties
        required to consummate the transactions contemplated by this Agreement.


      (f)
        Buyer
        shall have received copies of such releases and documents, and reviewed such
        other evidence as Buyer reasonably deems necessary to assure the Buyer that
        the
        Assets are being delivered to Buyer free and clear of all liens, claims,
        charges, security interests, pledges, assignments or encumbrances other than
        Permitted Liens.

      (g)
        Seller shall have executed and delivered or cause to be delivered to Buyer:
        (1)
        a duly executed bill of sale (the "Bill of Sale"), in substantially the form
        attached as Exhibit 2, (2) a duly executed assignment of contracts (the
        "Assignment of Contracts") in substantially the form attached as Exhibit
        3, (3)
        a duly executed assignment of leases (the "Assignment of Leases") in
        substantially the form attached as Exhibit 4, (4) A duly executed assignment
        of
        intangible property (the "Assignment of Intangible Property") in substantially
        the form attached as Exhibit 5, (5) a duly executed First Amendment to the
        MFA;
        and (6) all other documents, files, records, certificates and agreements
        required to be executed and/or delivered at Closing to transfer, convey and
        assign to Buyer all of Seller’s right, title and interest in and to the Assets,
        free and clear of any liens or encumbrances other than the Permitted
        Liens.

      8.2.
        Failure to Satisfy Buyer's Conditions. 

      Any
        of
        Buyer's conditions precedent may be waived in whole or in part by Buyer in
        writing at any time on or before the Closing Date. In the event all Buyer's
        conditions precedent have not been waived by Buyer or satisfied in full on
        or
        before the Closing Date, Buyer may elect to terminate this Agreement as provided
        in Article 11. 

      


      ARTICLE 9. 

      CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER 

      9.1.
        Seller's Conditions. 

      The
        obligation of Seller to consummate the transactions contemplated by this
        Agreement shall be subject to the satisfaction, on or before the Closing
        Date,
        of each of the following conditions: 

      (a)
        Seller shall have received the Cash
        Purchase Price on or before the Closing Date. 

      (b)
        Buyer
        shall have executed and delivered or cause to be delivered to Seller: (1)
        a duly
        executed Assignment of Contracts, (2) a duly executed Assignment of Leases,
        (3)
        a duly executed Assignment of Intangible Property, (4) a duly executed
        Promissory Note, (5) a duly executed guaranty (the “Guaranty”) in substantially
        the form of Exhibit 6, (6) a duly executed First Amendment to the MFA and
        any
        other franchise related agreements required by the Seller for the operation
        of a
        Java Detour franchise at the Locations; and (7) all other documents, files,
        records, certificates and agreements required to be executed and/or delivered
        at
        Closing to transfer, convey and assign to Buyer all of Seller’s right, title and
        interest in and to the Assets, free and clear of any liens or encumbrances
        other
        than the Permitted Liens.

      (c)
        The
        representations and warranties of Buyer set forth in Article 6 shall be true
        and
        correct as of the date of the Agreement and shall be true and correct in
        all
        material respects at and as of the Closing Date. 

      (d)
        Buyer
        shall have performed and complied in all material respects with all of the
        agreements, covenants, and conditions required of Buyer by this Agreement
        on or
        before the Closing Date. 

      (e)
        No
        action, suit, or proceeding before any court or any governmental body or
        authority that would in any way affect the ability of the parties to consummate
        the transactions contemplated by this Agreement shall have been instituted
        or,
        to Buyer’s knowledge, threatened on or before the Closing Date.

      (f)
        Buyer
        shall have furnished to Seller a certificate of its manager, dated on the
        Closing Date, certifying to the fulfillment of the conditions set forth in
        subparagraphs (c)-(e) of this Section 9.1.

      9.2.
        Failure to Satisfy Seller's Conditions. 

      Any
        of
        Seller's conditions precedent may be waived in whole or in part by Seller
        in
        writing at any time on or before the Closing Date. In the event all Seller's
        conditions precedent have not been waived by Seller or satisfied in full
        on or
        before the Closing Date, Seller may elect to terminate this Agreement as
        provided in Article 11. 

      


      ARTICLE 10. 

      POST-CLOSING OBLIGATIONS 

      10.1.
        Additional Assurances. 

      Each
        party agrees to do all acts and things and to make, execute, and deliver
        such
        written instruments as shall
        be
        reasonably necessary to carry out the terms and provisions of this Agreement.
        This covenant of further assurances
        shall survive the Closing. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      10.2
        Re-model Nevada Business Locations.

      Buyer
        agrees that within 180 days of Closing each location shall be remodeled to
        a
        level of Store Level 2, as described in Exhibit 8.

      


      ARTICLE 11. 

      TERMINATION 

      11.
        Termination. 

      This
        Agreement may be terminated as follows: 

      (a)
        By
        the mutual consent of Buyer and Seller at any time prior to the Closing.
        

      (b)
        By
        Buyer at any time prior to the Closing as expressly provided in this Agreement,
        or if any condition precedent to Buyer's obligations set forth in Article
        9 has
        not been satisfied in full or previously waived by Buyer in writing, at or
        prior
        to the Closing. 

      (c)
        By
        Buyer pursuant to Section 7.11.

      (d)
        By
        Seller at any time prior to the Closing as expressly provided in this Agreement,
        or if any condition precedent to Seller's obligations set forth in Article
        10
        has not been satisfied in full or previously waived
        by
        Buyer in writing, at or prior to the Closing. 

      (e)
        By
        either party if the Closing has not occurred on or before December 31, 2007.
        

      11.1.
        Effect of Termination. 

      In
        the
        event of the termination of this Agreement pursuant to the provisions of
        this
        Article 11, this Agreement shall become void and have no effect, without
        any
        liability on the part of any of the parties. 

      11.2.
        Remedies Cumulative. 

      The
        remedies set forth in this Agreement are cumulative and not exclusive of
        any
        other legal or equitable remedy otherwise available to any party. 

      


      ARTICLE 12. 

      INDEMNIFICATION 

      12.1.
        Seller's Indemnification. 

      In
        addition to any other agreement on the part of Seller to indemnify Buyer
        set
        forth in this Agreement, Seller shall indemnify and hold Buyer harmless from
        and
        against any and all loss, cost, damage, claim, liability, or expense, including
        reasonable attorney fees and costs, in any way arising from or related to
        (a)
        Seller's ownership
        or use of the Assets, or Seller's operation of the Nevada Business, prior
        to the
        Closing Date, (b) the breach of any representation or warranty of Seller
        contained in this Agreement, or (c) the failure by Seller to observe or perform
        any other covenant or agreement to be observed or performed by Seller under
        this
        Agreement. 

      12.2.
        Buyer's Indemnification. 

      In
        addition to any other agreement on the part of Buyer to indemnify Seller
        set
        forth in this Agreement, Buyer shall indemnify and hold Seller and its officers,
        directors, employees, agents and affiliates harmless from and against any
        and
        all loss, cost, damage, claim, liability, or expense, including reasonable
        attorney fees and costs, in any way arising from or related to (a) Buyer's
        ownership or use of the Assets from and after the Closing Date., (b) the
        breach
        of any representation or warranty of Buyer contained in this Agreement, or
        (c)
        the failure by Buyer to observe or perform any other covenant or agreement
        to be
        observed or performed by Buyer under this Agreement. 

      12.3.
        Survival of Indemnities. 

      All
        representations and warranties contained in this Agreement and the mutual
        agreements to indemnify set forth in this Article 12 shall survive the Closing
        for a period of two (2) years. 

      12.4
        Limitation on Liability. Seller shall not have any obligation to indemnify
        Buyer
        or any of its affiliates for losses, and Buyer shall not have any obligation
        to
        indemnify Seller or any of its affiliates for losses, in each case, until
        the
        aggregate amount of all losses, incurred by Buyer or any of its affiliates,
        on
        the one hand, or Seller or any of its affiliates, on the other hand, exceeds
        Fifty Thousand Dollars ($50,000) (the “Basket”) and then, subject to the other
        limitations set forth in this Section
        12.4,
        Seller’s indemnification obligations or Buyer’s indemnification obligations, as
        the case may be from the first dollar of the loss in excess of the Basket.
        


      In
        no
        event shall the aggregate liability of Seller be, and in no event shall claims
        be made against Seller by Buyer for losses, in excess of $550,000. The
        indemnification remedies contained in this Agreement shall be
        exclusive.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      12.5
        Procedure. 

      (a)
        The
        party seeking indemnification under Section 12.1
        or
Section
        12.2
        as the
        case may be (the “Indemnified Person”), shall provide written notice (a “Notice
        of Claim”) to the party against whom indemnity is sought (the “Indemnifying
        Person”) of the assertion of any claim, or the commencement of any suit, action
        or proceeding in respect of which the Indemnified Person has determined has
        given or could give rise to a right of indemnification under this Agreement.
        No
        failure to give such Notice of Claim shall affect the indemnification
        obligations of the Indemnifying Person hereunder, except to the extent such
        Indemnifying Person can demonstrate such failure materially prejudiced such
        Indemnified Person’s ability to successfully defend the matter giving rise to
        the claim. The Notice of Claim shall state the nature of the claim, the amount
        of the Losses, if known, and the method of computation thereof, all with
        reasonably particularity and containing a reference to the provisions of
        this
        Agreement in respect of which such right of indemnification is claimed or
        arises.

      (b)
        The
        Indemnifying Party shall respond to each such claim within 20 Business Days
        of
        receipt of such notice. No action shall be taken pursuant to the provisions
        of
        this Agreement or otherwise by the Indemnified Party until the later of (i)
        the
        expiration of the 20 Business Day response period (unless reasonably necessary
        to protect the rights of the party seeking indemnification), or (ii) 30
        days following the termination of the 20 Business Day response period if
        a
        response received within such 20 Business Day response period by the Indemnified
        Party requested an opportunity to cure the matter giving rise to indemnification
        (and, in such event, the amount of such claim for indemnification shall be
        reduced to the extent so cured within such 30-day cure period).

      (c)
        Except as otherwise provided herein, if such demand is based on a claim by
        a
        third party or a governmental entity (each, a “Third
        Party Claim”),
        the
        Indemnifying Party shall have the right to assume the entire control of the
        defense thereof, including at its own expense, employment of counsel reasonably
        satisfactory to the Indemnified Party, and, in connection therewith, the
        Indemnified Party shall cooperate with and make available to the Indemnifying
        Party all pertinent information as the Indemnifying Party may reasonably
        request. In such event, the Indemnifying Party shall have the right to settle
        or
        resolve any such claim by a third party. Notwithstanding the foregoing, in
        the
        event that (i)
        the
        Indemnifying Party elects in writing not to assume or
        does
        not assume the defense of the Third Party Claim pursuant to this Section
        12.5(c),
        (ii)
        the Indemnifying Party withdraws from the defense of a Third Party Claim,
        (iii)
        counsel reasonably acceptable to the Indemnifying Party advises of any actual
        conflict between the Indemnifying Party and the Indemnified Party, or (iv)
        the
        Third Party Claim seeks material, non-monetary relief from Seller or Parent,
        Purchaser or any of their respective Affiliates or material monetary relief
        from
        Purchaser for which Purchaser is not indemnified,
        the
        Indemnified Party shall have the right to conduct such defense in good faith
        with counsel reasonably acceptable to the Indemnifying Party, but the
        Indemnified Party shall be prohibited from compromising or settling the claim
        without the prior written consent of the Indemnifying Party, which consent
        shall
        not be unreasonably withheld,
        delayed
        or
        conditioned.

      (d)
        Where
        the
        Indemnifying Party or the Indemnified Party is defending and controlling
        any
        claim, they shall select counsel, contractors, experts and consultants of
        recognized standing and competence to take all steps necessary in the
        investigation, defense or settlement thereof and shall at all times diligently
        and promptly pursue the resolution thereof. The Party conducting the defense
        thereof shall at all times act as if all Losses relating to any such claim
        are
        for its own account and shall act in good faith and with reasonable prudence
        to
        minimize Losses therefrom. Regardless of which Party defends any such Third
        Party Claim, the other Party shall have the right at its expense to participate
        in the defense assisted by counsel of its own choosing.

      (e)
        Recovery from the Indemnifying Person by the Indemnified Person under this
        Section
        12.5
        shall be
        net of any insurance proceeds received by the Indemnified Person in relation
        to
        claims for Losses brought under this Section
        12.5.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
 

      ARTICLE 13. 

      GENERAL PROVISIONS 

      13.1.
        Assignment. 



      The
        respective rights and obligations of the parties to this Agreement may not
        be
        assigned by any party without the prior written consent of the other, which
        consent may not be unreasonably withheld or delayed. 

      13.2.
        Successors and Assigns. 

      The
        terms
        and provisions of this Agreement shall be binding on and inure to the benefit
        of
        the successors and assigns of the parties. 

      13.3.
        Entire Agreement. 

      This
        Agreement constitutes the entire agreement between the parties with respect
        to
        the subject matter of this Agreement and supersedes all prior agreements,
        oral
        and written, between the parties hereto with respect to the subject matter
        of
        this Agreement. 

      13.4.
        Modification and Waiver. 

      This
        Agreement may not be amended, modified, or supplemented except by written
        agreement signed by the party against which the enforcement of the amendment,
        modification, or supplement is sought. No waiver of any of the provisions
        of
        this Agreement shall be deemed, or shall constitute, a waiver of any other
        provision. No waiver shall be binding unless executed in writing by the party
        making the waiver. 

      13.5.
        Attorney Fees. 

      If
        any
        legal action or other proceeding is brought to enforce the provisions of
        this
        Agreement, the prevailing party shall be entitled to recover reasonable attorney
        fees and other costs incurred in the action or proceeding,
        in addition to any other relief to which the prevailing party may be entitled.
        

      13.6.
        Fees and Expenses. 

      Except
        as
        otherwise specifically provided in this Agreement, Seller and Buyer shall
        pay
        their own fees and expenses in connection with the negotiation and consummation
        of the transactions contemplated by this Agreement. 

      13.7.
        Notices. 

      All
        notices, requests, demands, and other communications required by this Agreement
        shall be in writing and shall be (a) delivered in person or by courier, (b)
        mailed by first class registered or certified mail, or (c) delivered by
        facsimile transmission, as follows, or to such other address as a party may
        designate to the other in writing: 

      (i)
        If to
        Seller: 2121 Second Street, Suite C105, Davis, CA 95618; facsimile no. 704
        341
        4757; attention: Tom Reeder

      (ii)
        If
        to Buyer: Java Nevada, LLC, 985 White Drive, Ste 100, Las Vegas, Nevada 89119;
        facsimile no. 702 733-8859 attention: Joe Plante, with Copy to facsimile
        no. 702
        862 4576 attention Darren J. Welsh.

      If
        delivered personally or by courier, the date on which the notice, request,
        instruction, or document is delivered shall be the date on which the delivery
        is
        made, and if delivered by facsimile transmission or mail as aforesaid, the
        date
        on which the notice, request, instruction, or document is received shall
        be the
        date of delivery. 

      13.8.
        Headings. 

      All
        section headings contained in this Agreement are for convenience of reference
        only, do not form a part of this Agreement, and shall not affect in any way
        the
        meaning or interpretation of this Agreement. 

      13.9.
        Counterparts. 

      This
        Agreement may be executed in two (2) or more counterparts, all of which shall
        be
        considered one and the same agreement, and shall become effective when one
        counterpart has been signed by each party and delivered to the other party
        hereto. 

      13.10.
        Time of Essence. 

      Time
        shall be of the essence with respect to the obligations of the parties to
        this
        Agreement. 

      13.11.
        Governing Law. 

      This
        Agreement shall be governed by and construed under the laws of the State
        of
        Nevada without regard to its conflict of law doctrines. 

      13.12.
        Severability. 

      In
        the
        event any provision of this Agreement is deemed to be invalid, illegal, or
        unenforceable, all other provisions of the Agreement that are not affected
        by
        the invalidity, illegality, or unenforceability shall remain in full force
        and
        effect. 

      


      IN
        WITNESS WHEREOF, the parties have executed this Agreement as of the date
        of this
        Agreement. 

      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

       

      
        	  
	 
	
                 PURCHASER

                Java
                  Nevada LLC
  

              
	By:  /s/ J.
                Dapper
	
                
                  

                

                By:
                  J Dapper

                Its:
                  Manager

              
	 


      

       

      
        	   
	 
	
                 SELLER

                 JDCO,
                  Inc. 

              
	Date: By:  /s/ Michael
                Binninger
	
                
                  

                

                BY: Michael
                  Binninger

                Its: CEO

                 

              
	 


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      LIST
        OF
        SCHEDULES

      Schedule
        1 -- List of Personal Property

      


      Schedule
        2 - List of Contracts 

      


      Schedule
        3 -- List of Real Property Leases 

       

      Schedule
        4 -- List of Excluded Assets

      


      Schedule
        5 -- List of Permitted Liens

      


      Schedule
        6 -- List of Assumed Liabilities:

       

      LIST
        OF
        EXHIBITS

      Exhibit
        1
        - Promissory Note

      


      Exhibit
        2
        - Bill of Sale

      


      Exhibit
        3
        - Assignment of Contracts 

      


      Exhibit
        4
        - Assignment of Real Property Leases 

      


      Exhibit
        5- Assignment of Intangible Property 

      


      Exhibit
        6
        - Guaranty

      


      Exhibit
        7
        - First Amendment to Master Franchise Agreement 

       

      Exhibit
        8
        - Store Level Build Out Scale 1-3


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Schedule
        1 -- List of Personal Property

      


      
        	
                Store:
                  Las Vegas - 

                Tropicana
                  

              	 	 	
                Date
                  - 5/18/2007

              
	 	 	 	 	 
	 	
                Quantity

              	
                Type

              	
                Brand

              	
                Serial
                  #

              
	 	 	 	 	 
	
                EX)

              	
                1

              	
                4
                  group Espresso Machine

              	
                La
                  Marzocco

              	
                AB-123456789

              
	 	 	 	 	 
	
                1

              	
                2

              	
                automatic
                  espresso machines

              	
                Franke
                  sinfonia

              	
                35401559

              
	
                2

              	
                 

              	
                 

              	
                Franke
                  sinfonia

              	
                35401555

              
	
                3

              	
                1

              	
                coffee
                  grinder

              	
                bunn

              	
                g300031322

              
	
                4

              	
                1

              	
                coffee
                  brewer

              	
                Fetco

              	
                n/a

              
	
                5

              	
                5

              	
                airpots

              	
                 

              	
                n/a

              
	
                6

              	
                14

              	
                blending
                  pitchers

              	
                 

              	
                n/a

              
	
                7

              	
                3

              	
                blenders

              	
                bledtec

              	
                i512v-11507

              
	
                8

              	
                 

              	
                 

              	
                bledtec

              	
                s712v-11552

              
	
                9

              	
                 

              	
                 

              	
                bledtec

              	
                s712v-11553

              
	
                10

              	
                2

              	
                Stainless
                  steel pumps

              	
                 

              	
                n/a

              
	
                11

              	
                3

              	
                plastic
                  pumps

              	
                 

              	
                n/a

              
	
                12

              	
                2

              	
                stainless
                  steel canisters

              	
                 

              	
                n/a

              
	
                13

              	
                2

              	
                ice
                  caddys

              	
                cambro

              	
                n/a

              
	
                14

              	
                 

              	
                 

              	
                cambro

              	
                n/a

              
	
                15

              	
                1

              	
                commercial
                  ice machine

              	
                cornelius

              	
                63j0540bb101

              
	
                16

              	
                1

              	
                large
                  refrigerator

              	
                arctic
                  air

              	
                wa61701738

              
	
                17

              	
                4

              	
                small
                  refrigerator

              	
                bev
                  air

              	
                7711637

              
	
                18

              	
                 

              	
                 

              	
                bev
                  air

              	
                7501488

              
	
                19

              	
                 

              	
                 

              	
                bev
                  air

              	
                7711639

              
	
                20

              	
                 

              	
                 

              	
                bev
                  air

              	
                7506108

              
	
                21

              	
                3

              	
                register

              	
                jiva

              	
                tp411699

              
	
                22

              	
                 

              	
                 

              	
                jiva

              	
                tp620178

              
	
                23

              	
                 

              	
                 

              	
                jiva

              	
                tp412121

              
	
                24

              	
                1

              	
                modem

              	
                sprint

              	
                n/a

              
	
                25

              	
                2

              	
                printer

              	
                ebson

              	
                d6fg337173

              
	
                26

              	
                 

              	
                 

              	
                ebson

              	
                d6fg337175

              
	
                27

              	
                1

              	
                comupter
                  moniter

              	
                 

              	
                n/a

              
	
                28

              	
                1

              	
                camera
                  moniter

              	
                 

              	
                n/a

              
	
                29

              	
                2

              	
                neon
                  lights (open)

              	
                ventex

              	
                n/a

              
	
                30

              	
                 

              	
                 

              	
                ventex

              	
                n/a

              
	
                31

              	
                1

              	
                fax
                  

              	
                brother

              	
                u5657883j968617

              
	
                32

              	
                1

              	
                phone

              	
                GE

              	
                60131155

              
	
                33

              	
                1

              	
                t.v.

              	
                panasonic

              	
                n/a

              
	
                34

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                35

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                36

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                37

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                38

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                39

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                40

              	
                 

              	
                 

              	
                 

              	
                 

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                Store:
                  Las Vegas - Pecos 

              	 	 	
                Date
                  - 5/18/2007

              
	 	 	 	 	 
	 	
                Quantity

              	
                Type

              	
                Brand

              	
                Serial
                  #

              
	 	 	 	 	 
	
                EX)

              	
                1

              	
                4
                  group Espresso Machine

              	
                La
                  Marzocco

              	
                AB-123456789

              
	 	 	 	 	 
	
                1

              	
                2

              	
                automatic
                  espresso machines

              	
                Franke
                  Sanfonia

              	
                35401556

              
	
                2

              	
                 

              	
                 

              	
                Franke
                  Sanfonia

              	
                36402225

              
	
                3

              	
                1

              	
                coffee
                  grinder

              	
                Grind
                  Master

              	
                319037

              
	
                4

              	
                1

              	
                coffee
                  brewer

              	
                Fetco

              	
                480105064905a

              
	
                5

              	
                4

              	
                airpots

              	
                Luxus

              	
                n/a

              
	
                6

              	
                12

              	
                blending
                  pitchers

              	
                 

              	
                n/a

              
	
                7

              	
                4

              	
                blenders

              	
                blendtec

              	
                s712v-11699

              
	
                8

              	
                 

              	
                 

              	
                blendtec

              	
                s712v-11564

              
	
                9

              	
                 

              	
                 

              	
                blendtec

              	
                i512v-11509

              
	
                10

              	
                1

              	
                stainles
                  steel pumps

              	
                blendtec

              	
                n/a

              
	
                11

              	
                5

              	
                plastic
                  pumps

              	
                 

              	
                n/a

              
	
                12

              	
                2

              	
                stainles
                  steel canisters

              	
                 

              	
                n/a

              
	
                13

              	
                2

              	
                ice
                  caddys

              	
                 

              	
                n/a

              
	
                14

              	
                1

              	
                scale

              	
                taylor

              	
                n/a

              
	
                15

              	
                1

              	
                commercial
                  ice machine

              	
                cornilius

              	
                6300604bc105

              
	
                16

              	
                1

              	
                large
                  refrigerator

              	
                arctic
                  air

              	
                wa61701743

              
	
                17

              	
                1

              	
                large
                  freezer

              	
                arctic
                  air

              	
                wb44039358

              
	
                18

              	
                4

              	
                small
                  refrigerator

              	
                beverage
                  air

              	
                7803988

              
	
                19

              	
                 

              	
                 

              	
                beverage
                  air

              	
                7803989

              
	
                20

              	
                 

              	
                 

              	
                beverage
                  air

              	
                7711549

              
	
                21

              	
                 

              	
                 

              	
                beverage
                  air

              	
                n/a

              
	
                22

              	
                3

              	
                registers

              	
                sharp

              	
                58034058

              
	
                23

              	
                 

              	
                 

              	
                sharp

              	
                58048559

              
	
                24

              	
                 

              	
                 

              	
                sharp

              	
                58034298

              
	
                25

              	
                1

              	
                modem

              	
                660
                  series

              	
                f060z20035456

              
	
                26

              	
                2

              	
                printer

              	
                epson

              	
                d6fg359634

              
	
                27

              	
                 

              	
                 

              	
                epson

              	
                d6fg363371

              
	
                28

              	
                 

              	
                 

              	
                epson

              	
                g3xg001074

              
	
                29

              	
                1

              	
                camera
                  monitor

              	
                view
                  sonic

              	
                n/a

              
	
                30

              	
                2

              	
                neon
                  light (open)

              	
                centex

              	
                050684983d

              
	
                31

              	
                 

              	
                 

              	
                centex

              	
                n/a

              
	
                32

              	
                1

              	
                flat
                  screen t.v.

              	
                dell

              	
                n/a

              
	
                33

              	
                1

              	
                fax

              	
                brother

              	
                u56578a4j176993

              
	
                34

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                35

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                36

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                37

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                38

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                39

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                40

              	
                 

              	
                 

              	
                 

              	
                 

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                Store:
                  Las Vegas - 

                Charleston
                  

              	
                 

              	
                 

              	
                Date
                  - 5/18/2007

              
	 	 	 	 	 
	 	
                Quantity

              	
                Type

              	
                Brand

              	
                Serial
                  #

              
	 	 	 	 	 
	
                EX)

              	
                1

              	
                4
                  group Espresso Machine

              	
                La
                  Marzocco

              	
                AB-123456789

              
	 	 	 	 	 
	
                1

              	
                2

              	
                3
                  group espresso machine

              	
                La
                  Marzocco

              	
                24220

              
	
                2

              	
                 

              	
                3
                  group espresso machine

              	
                La
                  Marzocco

              	
                24219

              
	
                3

              	
                2

              	
                espresso
                  grinder

              	
                La
                  Marzocco

              	
                23671

              
	
                4

              	
                 

              	
                espresso
                  grinder

              	
                La
                  Marzocco

              	
                28661

              
	
                5

              	
                1

              	
                coffee
                  grinder

              	
                Bunnomatic

              	
                g300030449

              
	
                6

              	
                1

              	
                coffee
                  brewer

              	
                Fetco

              	
                470124051021a

              
	
                7

              	
                4

              	
                airpots

              	
                Fetco

              	
                n/a

              
	
                8

              	
                18

              	
                blender
                  pitcher

              	
                 

              	
                n/a

              
	
                9

              	
                2

              	
                stainless
                  steel pumps

              	
                 

              	
                n/a

              
	
                10

              	
                4

              	
                plastic
                  pumps

              	
                 

              	
                n/a

              
	
                11

              	
                4

              	
                pump
                  canisters

              	
                 

              	
                n/a

              
	
                12

              	
                2

              	
                ice
                  caddy

              	
                 

              	
                n/a

              
	
                13

              	
                1

              	
                commercial
                  ice machine

              	
                cornelius

              	
                63n0507bc074

              
	
                14

              	
                1

              	
                large
                  refrigerator

              	
                migali

              	
                6055699

              
	
                15

              	
                3

              	
                small
                  1 refrigerator

              	
                n/a

              	
                ucr27a

              
	
                16

              	
                 

              	
                 

              	
                n/a

              	
                ucr27a

              
	
                17

              	
                 

              	
                 

              	
                 

              	
                ucr27a

              
	
                18

              	
                1

              	
                small
                  2 door refrigerator

              	
                beverage
                  air

              	
                ucr48a

              
	
                19

              	
                2

              	
                register

              	
                posiflex

              	
                tp561000

              
	
                20

              	
                 

              	
                 

              	
                posiflex

              	
                tp560986

              
	
                21

              	
                1

              	
                modem

              	
                sprint

              	
                s4n4910473

              
	
                22

              	
                2

              	
                printer

              	
                epson

              	
                d6sg185468

              
	
                23

              	
                 

              	
                 

              	
                 

              	
                d6sg170265

              
	
                24

              	
                1

              	
                fax
                  machine

              	
                brother
                  fax

              	
                u60074g4j763940

              
	
                25

              	
                1

              	
                camera
                  modem

              	
                mitsubishi

              	
                54101809na

              
	
                26

              	
                2

              	
                neon
                  light (open)

              	
                transfotec
                  international

              	
                1305

              
	
                27

              	
                 

              	
                 

              	
                transfotec
                  international

              	
                1305

              
	
                28

              	
                1

              	
                drive
                  thru

              	
                transfotec
                  international

              	
                1305

              
	
                29

              	
                1

              	
                phone

              	
                 

              	
                n/a

              
	
                30

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                31

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                32

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                33

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                34

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                35

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                36

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                37

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                38

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                39

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                40

              	
                 

              	
                 

              	
                 

              	
                 

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                Store:
                  Las Vegas - Warm 

                Springs
                  

              	
                 

              	
                 

              	
                Date
                  - 5/18/2007

              
	 	 	 	 	 
	 	
                Quantity

              	
                Type

              	
                Brand

              	
                Serial
                  #

              
	 	 	 	 	 
	
                EX)

              	
                1

              	
                4
                  group Espresso Machine

              	
                La
                  Marzocco

              	
                AB-123456789

              
	 	 	 	 	 
	
                1

              	
                2

              	
                automatic
                  espresso machine

              	
                Franke
                  sinfonia

              	
                6832

              
	
                2

              	
                 

              	
                 

              	
                Franke
                  sinfonia

              	
                36402288

              
	
                3

              	
                1

              	
                coffee
                  grinder

              	
                grind
                  master

              	
                141989mk

              
	
                4

              	
                1

              	
                coffee
                  brewer

              	
                fetco

              	
                470141061529.00

              
	
                5

              	
                4

              	
                large
                  airpots

              	
                luxus

              	
                n/a

              
	
                6

              	
                2

              	
                small
                  airpots

              	
                 

              	
                n/a

              
	
                7

              	
                15

              	
                blending
                  pitchers

              	
                 

              	
                n/a

              
	
                8

              	
                2

              	
                stainless
                  steel pumps

              	
                 

              	
                n/a

              
	
                9

              	
                7

              	
                plastic
                  pumps

              	
                 

              	
                n/a

              
	
                10

              	
                2

              	
                stainless
                  steel canisters

              	
                 

              	
                n/a

              
	
                11

              	
                2

              	
                ice
                  caddys

              	
                 

              	
                n/a

              
	
                12

              	
                2

              	
                scale

              	
                 

              	
                n/a

              
	
                13

              	
                1

              	
                commercial
                  ice machine

              	
                cornelius

              	
                6300628bc087

              
	
                14

              	
                1

              	
                large
                  refrigerator

              	
                arctic
                  air

              	
                n/a

              
	
                15

              	
                4

              	
                small
                  refrigerators

              	
                beverage
                  air

              	
                ucr27a

              
	
                16

              	
                 

              	
                 

              	
                beverage
                  air

              	
                ucr27a

              
	
                17

              	
                 

              	
                 

              	
                beverage
                  air

              	
                ucr27a

              
	
                18

              	
                 

              	
                 

              	
                beverage
                  air

              	
                ucr27a

              
	
                19

              	
                3

              	
                registers

              	
                sharp

              	
                5803770x

              
	
                20

              	
                 

              	
                 

              	
                sharp

              	
                58257301

              
	
                21

              	
                 

              	
                 

              	
                sharp

              	
                68052162

              
	
                22

              	
                1

              	
                modem

              	
                 

              	
                n/a

              
	
                23

              	
                2

              	
                printer

              	
                epson

              	
                j4mg050087

              
	
                24

              	
                 

              	
                 

              	
                epson

              	
                j4mg024064

              
	
                25

              	
                1

              	
                computer
                  monitor

              	
                 

              	
                n/a

              
	
                26

              	
                3

              	
                blenders

              	
                blendtec

              	
                s712v-11745

              
	
                27

              	
                 

              	
                 

              	
                blendtec

              	
                s712v-11746

              
	
                28

              	
                 

              	
                 

              	
                blendtec

              	
                i512v-11508

              
	
                29

              	
                2

              	
                neon
                  lights (open)

              	
                transfotec

              	
                n/a

              
	
                30

              	
                 

              	
                 

              	
                transfotec

              	
                n/a

              
	
                31

              	
                1

              	
                fax

              	
                brother

              	
                u61327b6j775201

              
	
                32

              	
                1

              	
                phone

              	
                GE

              	
                61257869

              
	
                33

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                34

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                35

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                36

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                37

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                38

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                39

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                40

              	
                 

              	
                 

              	
                 

              	
                 

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Schedule
        2 - List of Contracts

      


      There
        are
        no vendor contracts to be assigned.

       

      
        	
                Business
                  Name

              	
                Phone
                  #

              	
                Product/Service
                  Offered

              
	
                7up
                  Bottling

              	
                702-795-7770

              	
                Beverages

              
	
                Baked
                  in the Sun

              	
                760-591-9045

              	
                Baked
                  Goods

              
	
                Bugs
                  Limited

              	
                702-648-6030

              	
                Pest
                  Control

              
	
                Cox
                  Communications

              	
                702-507-2000

              	
                Cable
                  TV

              
	
                Dish
                  Network

              	
                888-624-3474

              	
                Cable
                  TV

              
	
                Dr.Smoothie

              	
                888-466-9941

              	
                Smoothie
                  Boost

              
	
                Dot
                  it for Less

              	
                702-379-3099

              	
                Landscaping

              
	
                Embarq

              	
                800-786-6272

              	
                Tele
                  Communications

              
	
                Hardy
                  Breads

              	
                916-488-2790

              	
                Banana
                  Bread

              
	
                Lange

              	
                702-254-1908

              	
                Plumbing

              
	
                Las
                  Vegas Valley Water

              	
                800-252-2011

              	
                Water

              
	
                Meadow
                  Gold

              	
                702-839-6531

              	
                Dairy

              
	
                Mighty
                  Leaf

              	
                415-491-2650

              	
                Tea

              
	
                NovelTees

              	
                530-756-3377

              	
                Uniforms

              
	
                Real
                  Donuts

              	
                702-657-8127

              	
                Donuts

              
	
                Service
                  Associates

              	
                602-243-1880

              	
                Espresso
                  Maintenance

              
	
                Southwest
                  Linen

              	
                702-566-9005

              	
                Linen

              
	
                Sugar
                  Shots

              	
                925-946-9714

              	
                Sugar

              
	
                TDM

              	
                702-798-7950

              	
                AC,Refridgeration,
                  Ice Machine Repair

              


      

      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      Schedule
        3 -- List of Real Property Leases

      


      1.)
        Patrick and Pecos - 6087 S. Pecos Rd., Las Vegas, Nevada, 89120

      


      2.)
        Charleston and Martin Luther King Boulevard - 1501 West Charleston Blvd.
        Las
        Vegas, Nevada, 89102

      


      3.)
        Tropicana and Harrison - 2840 E. Tropicana Ave., Las Vegas, Nevada,
        89121

      


      4.)
        Warmsprings & Arroyo Grande - 1659 W. Warm Springs Rd., Henderson, Nevada,
        89014


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Schedule
        4 -- List of Excluded Assets

      


      Seller
        is
        engaged in the business of operating, offering and selling gourmet coffee
        franchises, which operates under the name Java Detour throughout the world
        and
        Buyer is the Master Franchisor in Nevada for the Java Detour, as granted
        via the
        Master Franchise Agreement, also known as “MFA” dated December 6, 2006 between
        the Seller and Buyer. Buyer is not purchasing any other asset of Seller other
        than the four (4) locations and Seller’s ability to personally future
        development of Java Detour locations.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      Schedule
        5 -- List of Permitted Liens

      


      There
        are
        no permitted liens.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Schedule
        6 -- List of Assumed Liabilities

      


      The
        following real property leases:

      


      1.)
        Patrick and Pecos - 6087 S. Pecos Rd., Las Vegas, Nevada, 89120

      


      2.)
        Charleston and Martin Luther King Boulevard - 1501 West Charleston Blvd.
        Las
        Vegas, Nevada, 89102

      


      3.)
        Tropicana and Harrison - 2840 E. Tropicana Ave., Las Vegas, Nevada,
        89121

      


      4.)
        Warmsprings & Arroyo Grande - 1659 W. Warm Springs Rd., Henderson, Nevada,
        89014


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        1

      


      PROMISSORY
        NOTE 

      


      This
        PROMISSORY NOTE, dated as of July ___, 2007, is entered into by and between
        JDCO, Inc., a California corporation (the “Seller”) and Java Nevada, LLC, a
        Nevada limited liability company (the “Buyer”).

      


      WHEREAS,
        the Buyer and Seller have entered into that certain Asset Purchase Agreement
        dated as of July ____, 2007 (the “Purchase Agreement”), pursuant to which Seller
        is selling to Buyer all of the right, title and interest to the Assets (as
        defined in the Purchase Agreement).

      


      NOW
        THEREFORE, in consideration of the foregoing and for good and valuable
        consideration, the receipt and adequacy of which are hereby acknowledged,
        and
        intending to be legally bound, the parties hereto agree as follows:

       

      1. Capitalized
        terms used but not defined herein shall have the meanings given to them in
        the
        Purchase Agreement.

       

      2. Note
        Amount: $900,000.00

       

      3. Buyer,
        promises to pay to the order of Seller
        at
        the
        following address, 2121
        Second Street, Suite C105, Davis, CA 95618 or
        at
        such other place as the legal holder of this Promissory Note (the "Note")
        shall
        designate in writing, in coin or currency which at the time or times of payment
        shall be legal tender for the payment of public and private debts in the
        United
        States of America, the principal sum of Nine Hundred Thousand Dollars
        ($900,000.00) together with interest unpaid balance thereof at a fixed rate
        of
        eight (8%) per annum (the "Note Rate"), calculated on the basis of a three
        hundred sixty (360) day year and the actual number of days elapsed, accruing
        from the date of this Note and continuing until the entire principal amount
        has
        been paid in full.

       

      4. Said
        principal and interest shall be paid in the following manner:

       

      
        	 	
                a.

              	
                On
                  September 1, 2007, and on the same day for 24 succeeding months
                  (2 years)
                  thereafter, payments shall be made which shall each be in an amount
                  equal
                  to the interest which is then accrued hereunder and remains unpaid;
                  and

              


      

       

      
        	 	
                b.

              	
                Commencing
                  on the third (3rd)
                  anniversary of the date of the Note (the 25th
                  month) a sixty (60) month amortization schedule shall be created
                  for all
                  outstanding principal and interest and on such third (3rd) anniversary
                  date and on the same day for the next 35 months payments shall
                  be made
                  which shall be equal to the monthly payment of principal and interest
                  set
                  forth on the amoratization schedule for such
                  date.

              


      

       

      
        	 	
                c.

              	
                On
                  the fifth anniversary of the date of this Note ( the “Maturity Date”) a
                  payment shall be made in an amount which is equal to the entire
                  unpaid
                  principal balance hereunder plus all interest which is then accrued
                  hereunder and remains unpaid (the "Maturity
                  Payment").

              


      

      


      IN
        ADDITION TO THE FOREGOING, THIS NOTE 

      SHALL
        BE SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS:

       

      
        	 	
                1.

              	
                Representations,
                  Warranties and Covenants.
                  To induce Seller to accept this Note, Buyer makes the following
                  representations, warranties and covenants which shall be deemed
                  to be
                  continuing representa-tions, warranties and covenants until payment
                  in
                  full of all amounts due and owing under this
                  Note:

              


      

       

      
        	 	
                a.

              	
                Buyer
                  is a limited liability company duly organized and validly existing
                  under
                  the laws of the State of Nevada and has all requisite power, authority
                  and
                  legal right to execute and deliver this Note and any other document,
                  agreement or certificate to which it is a party, or to which it
                  is bound
                  in connection with the Loan. Buyer has taken all necessary action
                  to
                  authorize the execution, delivery and performance of this Note
                  and of any
                  other document to which Buyer is a party or by which Buyer is bound
                  in
                  connection herewith.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	
                b.

              	
                Neither
                  this Note, nor any document to which Buyer is a party (or by which
                  Buyer
                  is bound) in connection herewith is prevented by, limited by, conflicts
                  in
                  any material respect with, or will result in a material breach
                  of,
                  violation of, or a material default (with due notice or lapse of
                  time, or
                  both) under, or the creation or imposition of any lien, charge
                  or
                  encumbrance of any nature whatsoever upon any of Buyer's property
                  or
                  assets by virtue of the terms, conditions or provisions of: (i)
                  any
                  indenture, evidence of indebtedness, loan or financing agreement,
                  or other
                  agreement or instrument of whatever nature to which Buyer is a
                  party or by
                  which Buyer is bound, or (ii) any provision of any existing law,
                  rule, regulation, order, writ, injunction or decree of any court
                  or
                  governmental authority to which Buyer is
                  subject.

              


      

       

      
        	 	
                c.

              	
                
                  This
                    Note, will constitute legal, valid and binding obligations of
                    Buyer
                    enforceable against Buyer in accordance with their respective
                    terms

                

              


      

       

      
        	 	
                d.

              	
                All
                  timely consents, approvals, orders or authorizations of, or registrations,
                  declarations, notices or filings with any governmental authority
                  (or
                  judicial proceeding), which may be required in connection with
                  the valid
                  execution and delivery of this Note , and the performance of any
                  of the
                  obligations hereunder, or thereunder, have been obtained or accomplished,
                  or will be obtained or accomplished as and when due, or are in
                  full force
                  and effect.

              


      

       

      
        	 	
                e.

              	
                Buyer
                  is not in violation of or in default with respect to any applicable
                  laws
                  and/or regulations which materially and adversely affect its business,
                  financial condition or properties. Buyer is not in violation or
                  default in
                  any material and adverse respect under any indenture, evidence
                  of
                  Indebtedness, loan or financing agreement or other agreement or
                  instrument
                  of whatever nature to which it is a party or by which it is bound,
                  a
                  default under which might have consequences that would materially
                  adversely affect its business, financial condition, properties
                  or
                  operations.

              


      

       

      
        	 	
                2.

              	
                Events
                  of Default.
                  The occurrence of any of the following events and the passage of
                  any
                  applicable notice and cure periods shall constitute an "Event of
                  Default"
                  hereunder and shall render all principle and interest under the
                  Note due
                  and payable upon demand by the
                  Seller:

              


      

       

      
        	 	
                a.

              	
                Any
                  representation or warranty made by Buyer in this Note, shall prove
                  to be
                  false, incorrect in any material respect as of the date when made,
                  or
                  shall hereafter become false or incorrect in any material
                  respect;

              


      

       

      
        	 	
                b.

              	
                Buyer
                  shall have failed to make any payment of interest and/or principal
                  which
                  is required hereunder, on the date when due, and such failure shall
                  have
                  remained uncured for a period of thirty (30) days after the date
                  when
                  due;

              


      

       

      
        	 	
                c.

              	
                Buyer
                  shall commence a voluntary case or other proceeding seeking liquidation,
                  reorganization or other relief with respect to its debts under
                  the
                  Bankruptcy Code or any bankruptcy, insolvency or other similar
                  law now or
                  hereafter in effect or seeking the appointment of a trustee, receiver,
                  liquidator, custodian or other similar official, for any substantial
                  part
                  of its property, or shall consent to any such relief or to the
                  appointment
                  or taking possession by any such official in any involuntary case
                  or other
                  pro-ceeding commenced against it;

              


      

       

      
        	 	
                d.

              	
                An
                  involuntary case or other proceeding shall be commenced against
                  Buyer
                  seeking liquidation, reorganization or other relief with respect
                  to its
                  debts under the Bankruptcy Code or any bankruptcy, insolvency or
                  other
                  similar law now or hereafter in effect or seeking the appointment
                  of a
                  trustee, receiver, liquidator, custodian or other similar official,
                  for
                  any substantial part of its
                  property;

              


      

       

      
        	 	
                e.

              	
                Buyer
                  shall make an assignment for the benefit of its creditors or admit
                  in
                  writing its inability to pay its debts generally as they become
                  due;
                  and

              



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        
          	 	
                  f.

                	The occurrence of any event of default under
                  Section 14.1
                  or an uncured default under Section 14.2 of that certain Master
                  Franchise
                  Agreement, dated December 6, 2006, by and between the Seller and
                  the
                  Buyer, as amended to date. 


        

      

       

      
        	 	
                3.

              	
                Application
                  of Payments.
                  All payments which are made, and proceeds which are received, hereunder
                  shall be applied as follows:

              


      

       

      
        	 	
                a.

              	
                First,
                  towards complete satisfaction of any other amounts due hereunder,
                  (other
                  than principal and interest
                  hereunder);

              


      

       

      
        	 	
                b.

              	
                Second,
                  towards complete satisfaction of any accrued interest which may
                  be unpaid
                  under this Note; and

              


      

       

      
        	 	
                c.

              	
                Thereafter,
                  towards satisfaction of the unpaid principal amount under this
                  Note.

              


      

       

      
        	 	
                4.

              	
                Miscellaneous

              


      

       

      a. Notices: All
        notices, requests, reports, information or demand which any party hereto
        may
        desire or may be required to give to any other party hereunder, shall be
        in
        writing and shall be sent by facsimile or first-class certified or registered
        United States mail, postage prepaid, return receipt requested, and sent to
        the
        party at its address appearing below or such other address as any party shall
        hereafter inform the other party hereto by written notice given as
        aforesaid:

       

      
        
          	
                  If
                    to Buyer:

                	
                  Java
                    Nevada, LLC 

                
	 	
                  985
                    White Drive, Ste 100

                
	 	
                  Las
                    Vegas, Nevada 89119

                
	 	
                  Attention:
                    Joe Plante

                
	 	
                  With
                    Copy to Darren J. Welsh

                
	 	 
	
                  If
                    to Seller:

                	
                  JDCO,
                    Inc., a California corporation

                
	 	
                  2121
                    Second Street, Suite C105

                
	 	
                  Davis,
                    CA 95618

                


        

         

      

      All
        notices, payments, requests, reports, information or demands so given shall
        be
        deemed effective when sent, if sent by facsimile, or, if mailed, upon receipt
        or
        the expiration of the fifth (5th) day following the date of mailing, whichever
        occurs first, except that any notice of change of address shall be effective
        only upon receipt by the party to whom said notice is addressed.

       

      
        	 	
                b.

              	
                All
                  agreements, representations and warranties made herein shall survive
                  the
                  execution and delivery of the Note.

              


      

       

      
        	 	
                c.

              	
                Time
                  shall be of the essence of this
                  Note.

              


      

       

      
        	 	
                d.

              	
                This
                  Note is in all respects to be governed by the laws of the State
                  of Nevada
                  and if any action is taken to enforce the terms of this Note such
                  action
                  shall be commenced and maintained within the State of
                  Nevada.

              


      

       

      
        	 	
                e.

              	
                In
                  no event shall Seller be deemed or construed to be joint venturer
                  or
                  partner of Buyer.

              


      

       

      
        	 	
                f.

              	
                In
                  the event any one or more of the provisions contained in this Note
                  shall
                  be invalid, illegal or unenforceable in any respect, the validity,
                  legality and enforceability of the remaining provisions contained
                  herein
                  shall not in any way be affected or impaired
                  thereby.

              


      

       

      
        	 	
                g.

              	
                If
                  any action or proceeding is brought by any party against any other
                  party
                  under this Note, the prevailing party shall be entitled to recover
                  such
                  costs and attorney's fees as the court in such action or proceeding
                  may
                  adjudge reasonable.

              



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      IN
        WITNESS WHEREOF, this Promissory Note has been executed as of the date first
        hereinabove written.

      


      PURCHASER

      Java
        Nevada, LLC 

                          

      By:
        J
        Dapper

      Its:
        Manager

      


      SELLER

      JDCO,
        Inc.

                          

      By:
        ________________

      Its:
        _________________


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        2

      


      BILL
        OF
        SALE 

      


      This
        BILL
        OF SALE, dated as of July ______, 2007, is entered into by and between JDCO,
        Inc., a California corporation (the “Seller”) and Java Nevada, LLC, a Nevada
        limited liability company (the “Buyer”).

      


      WHEREAS,
        the Buyer and Seller have entered into that certain Asset Purchase Agreement
        dated as of July ___, 2007 (the “Purchase Agreement”), pursuant to which Seller
        is selling to Buyer all of the right, title and interest to the Assets (as
        defined in the Purchase Agreement).

      


      NOW
        THEREFORE, in consideration of the foregoing and for good and valuable
        consideration, the receipt and adequacy of which are hereby acknowledged,
        and
        intending to be legally bound, the parties hereto agree as follows:

       

      
        1.  Seller
          hereby sells, conveys, transfers, assigns, releases and quitclaims to Buyer
          and
          Buyer hereby purchases, acquires and accepts from the Seller, all of Seller's
          right, title, and interest in and to Assets as-is, where-is and subject
          to the
          representations, warranties, covenants and agreements set forth in the
          Purchase
          Agreement.

        


        2.  Capitalized
          terms used but not defined herein shall have the meanings given to them
          in the
          Purchase Agreement.

        


        3.  The
          sale,
          conveyance, transfer and assignment by the Seller, and the acceptance by
          the
          Buyer, of the Assets, shall be effective as of the date hereof.

        


        4.  The
          Seller shall from time to time, at the Buyer’s request and without further
          consideration, execute and deliver to the Buyer such instruments of transfer,
          conveyance and assignment as the Buyer may reasonably request to evidence
          further any transfer, conveyance and assignment of the Assets to the Buyer
          pursuant to this Bill of Sale.

        


        5.  This
          Bill
          of Sale shall be governed by and construed in accordance with the laws
          of the
          State of Nevada without regard to any conflicts of law provisions. Each
          of the
          Buyer and the Seller irrevocably and unconditionally: (a) agrees that any
          suit,
          action or legal proceeding arising out of or relating to this Bill of Sale
          brought by either party shall be brought in the courts of the State of
          Nevada in
          the Eighth Judicial District Court, County of Clark or the District Court
          of the
          United States, Nevada District; (b) consents to the exclusive jurisdiction
          of
          each such court in any suit, action or proceeding; and (c) waives any objection
          which it may have to the laying of venue of any such suit, action or proceeding
          in any of such courts and, in connection therewith, all defenses of lack
          of
          personal jurisdiction and forum inconveniencies.

        


        6.  This
          Bill
          of Sale may be executed in two or more counterparts, each of which shall
          be
          deemed to be an original, but all of which when taken together shall constitute
          one and the same instrument. The terms and conditions of this Bill of Sale
          shall
          be binding upon, inure to the benefit of, and be enforceable by the respective
          successors and permitted assigns of the parties hereto.


        
          	
                  PURCHASER

                	
                  SELLER

                
	
                  Java
                    Nevada, LLC 

                	
                  JDCO,
                    Inc.

                
	
                                      

                	
                                      

                
	
                  By:
                    J Dapper

                	
                  By:
                    ________________

                
	
                  Its:
                    Manager

                	
                  Its:________________

                


        

      

      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      EXHIBIT
        3

      


      ASSIGNMENT
        OF CONTRACTS

      


      There
        are
        no contracts to be assigned.

       

      PURCHASER

      Java
        Nevada, LLC 

                          

      By:
        J
        Dapper

      Its:
        Manager

      


      SELLER

      JDCO,
        Inc.

                          

      By:
        ________________

      Its:
        _________________



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        4

       

      ASSIGNMENT
        OF REAL PROPERTY LEASES 

       

      This
        ASSIGNMENT OF REAL PROPERTY LEASES (“Assignment”) is made and entered into as of
_______________________
        (the “
Effective Date” ), by and between JDCO, Inc. a California Corporation,
        hereinafter referred to as (“ Assignor” ), and Java Nevada, LLC, (“ Assignee” ).


      


      RECITALS
        

      


      A.
        Assignor and Assignee have entered into that certain Asset Purchase Agreement
        dated July 11, 2007 (the “ Agreement” ), pursuant to which Assignor is selling
        to Assignee the Assets more particularly described in the Agreement. Unless
        otherwise defined in this Assignment, capitalized terms shall have the meanings
        given to them in the Agreement. 

      


      B.
        Assignor is a party to certain real property leases (the “ Real Property Leases”
) that are listed on Schedule 3, attached to this Assignment and incorporated
        by
        reference and repeated as 1.) Patrick and Pecos - 6087 S. Pecos Rd., Las
        Vegas,
        Nevada, 89120; 2.) Charleston and Martin Luther King Boulevard - 1501 West
        Charleston Blvd. Las Vegas, Nevada, 89102; 3.) Tropicana and Harrison - 2840
        E.
        Tropicana Ave., Las Vegas, Nevada, 89121 and 4.) Warmsprings & Arroyo Grande
        - 1659 W. Warm Springs Rd., Henderson, Nevada, 89014.

       

      C.
        Pursuant to the terms of the Agreement, Assignor desires to assign Assignor's
        right, title, and interest in the Real Property Leases to Assignee, and Assignee
        desires to accept the assignment and assume all of the obligations associated
        with the Real Property Leases. 

      


      NOW,
        THEREFORE, in consideration of the payment and delivery to Assignor of all
        monies and instruments to be paid and delivered to Assignor by Assignee pursuant
        to the terms of the Agreement, the receipt of which Assignor acknowledges,
        Assignor and Assignee agree as follows: 

      


      1.
        Assignment of Real Property Leases. 

      Assignor
        assigns and transfers to Assignee all of its right, title, and interest in
        and
        to the Real Property Leases as of the Effective Date, subject to, in the
        case of
        any Real Property Lease that requires consent to assignment, the receipt
        of the
        required consent. 

      


      2.
        Acceptance of Assignment and Obligations. 

      Assignee
        agrees to and accepts the assignment of the Real Property Leases, and assumes
        and covenants to keep, perform, and fulfill, except as expressly provided
        in the
        Agreement, the executory portion of the terms, covenants, conditions, and
        obligations of each of the Real Property Leases required to be kept, performed,
        and fulfilled by Assignor under the Real Property Leases from and after the
        Effective Date. 

      


      3.
        Successors and Assigns. 

      This
        Assignment shall inure to the benefit of, and be binding on, successors and
        assigns of the parties. 


      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      

       

      4.
        Counterparts. 

      This
        Assignment may be executed in any number of counterparts, each of which shall
        be
        deemed an original. The counterparts shall together constitute but one
        agreement. 

      


      IN
        WITNESS WHEREOF, the parties have executed this Assignment as of the Effective
        Date. 

      


      PURCHASER

      Java
        Nevada LLC 

                          

      By:
        J
        Dapper

      Its:
        Manager

      


      SELLER

      JDCO,
        Inc.

                          

      By:
        ________________

      Its:
        _________________



      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        5

      


      Assignment
        of intangible property 

       

      This
        ASSIGNMENT OF INTANGIBLE PROPERTY (“Assignment”) is made and entered into as of
        July ___, 2007 (the “Effective Date”), by and between JDCO, Inc. a California
        Corporation, hereinafter referred to as (“Assignor”), and Java Nevada, LLC
        (“Assignee”). 

      


      RECITALS
        

      


      A.
        Assignor and Assignee have entered into that certain Asset Purchase Agreement
        dated July ___, 2007 (the “Agreement”), pursuant to which Assignor is selling to
        Assignee the Assets more particularly described in the Agreement. Unless
        otherwise defined in this Assignment, capitalized terms shall have the meanings
        given to them in the Agreement. 

      


      B.
        Assignor is the owner of certain intangible property rights, including the
        trade
        names, logos, copyrights, service marks, trademarks, patents, patent
        applications, licenses, and goodwill associated with the Business listed
        on
        Schedule 3 and Exhibit 4, attached to Purchase Agreement by and between JDCO,
        Inc. and Java Nevada, LLC and incorporated by reference (the “ Intangible
        Property” ). 

      


      C.
        Pursuant to the terms of the Agreement, Assignor desires to assign Assignor's
        right, title, and interest in the Intangibles to Assignee, and Assignee desires
        to accept the assignment and assume all of the obligations associated with
        the
        Intangible Property. 

      


      NOW,
        THEREFORE, in consideration of the payment and delivery to Assignor of all
        monies and instruments to be paid and delivered to Assignor by Assignee pursuant
        to the terms of the Agreement, the receipt of which Assignor acknowledges,
        Assignor and Assignee agree as follows: 

      


      1.
        Assignment of Intangible Property. 

      Assignor
        assigns and transfers to Assignee all of its right, title, and interest in
        and
        to the Intangible Property as of the Effective Date, subject to, in the case
        of
        any Intangible Property that requires consent to assignment, the receipt
        of the
        required consent. 

      


      2.
        Acceptance of Assignment and Obligations. 

      Assignee
        agrees to and accepts the assignment of the Intangible Property, and assumes
        and
        covenants to keep, perform, and fulfill, except as expressly provided in
        the
        Agreement, the executory portion of the terms, covenants, conditions, and
        obligations of each Intangible Property required to be kept, performed, and
        fulfilled by Assignor with respect to the Intangible Property from and after
        the
        Effective Date. 

       

      3.
        Successors and Assigns. 

      This
        Assignment shall inure to the benefit of, and be binding on, successors and
        assigns of the parties. 

       

      4.
        Counterparts. 

      This
        Assignment may be executed in any number of counterparts, each of which shall
        be
        deemed an original. The counterparts shall together constitute but one
        agreement. 


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the parties have executed this Assignment as of the Effective
        Date. 

      


      PURCHASER

      Java
        Nevada, LLC 

                          

      By:
        J
        Dapper

      Its:
        Manager

      


      SELLER

      JDCO,
        Inc.

                          

      By:
        ________________

      Its:
        _________________



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        6

      


      Guaranty

      


      This
        GUARANTY (this “Guaranty”) is made as of July ___, 2007, by J Dapper and Don
        Forman (each a “Guarantor” and collectively the “Guarantors”), in favor of JDCO,
        Inc., a California corporation (“Seller”). 

      


      WHEREAS,
        Seller and Java Nevada, LLC ("Purchaser"), have entered into that certain
        Asset
        Purchase Agreement dated as of July ___, 2007 by and between Seller and
        Purchaser (“Purchase Agreement”), for the sale of the Assets (as defined in the
        Purchase Agreement) by Seller to Purchaser (the “Acquisition”); 

      


      WHEREAS,
        pursuant to the terms of the Purchase Agreement, Purchaser has agreed to
        pay
        Seller an aggregate of One Million One Hundred Thousand Dollars ($1,100,000)
        (“Purchase Price”) for the Assets, payable as follows: (i) Two Hundred Thousand
        Dollars ($200,000) upon closing of the Purchase Agreement, and (ii) that
        certain
        promissory note in the principal amount of Nine Hundred Thousand Dollars
        ($900,000) (the “Note”);

      


      WHEREAS,
        the Guarantors have a financial interest in Purchaser, and

      


      WHEREAS,
        as a condition precedent to Seller’s obligations under the Purchase Agreement,
        Seller has required that Guarantors execute and deliver this Guaranty to
        Seller.
        The Purchase Agreement, the Note, the Guaranty and all other documents executed
        by Purchaser in connection with the Acquisition are hereby referred to as
        the
“Acquisition Documents.”

      


      NOW
        THEREFORE, for and in consideration of consummating the Acquisition by Seller
        and as a material inducement to Seller to execute the Acquisition Documents,
        Guarantors hereby jointly, severally, absolutely, unconditionally and
        irrevocably guarantee the prompt payment by Purchaser of the Purchase Price
        and
        other sums payable by Purchaser under the Acquisition Documents and the faithful
        and prompt performance by Purchaser of each and every one of the terms,
        conditions and covenants of the Acquisition Documents to be kept and performed
        by Purchaser.

      


      Seller
        and the Guarantors hereby agree as follows:

       

      
        1.  If
          at any
          time Purchaser defaults on any obligation under the Acquisition Documents,
          the
          Guarantors will promptly pay, upon demand, such sums to Seller in good
          funds
          necessary to cure said default or perform such obligation and immediately
          take
          any action necessary to cure said default. Seller may enforce this Guaranty
          upon
          a default under the Acquisition Documents notwithstanding any dispute between
          Seller and Purchaser with respect to either the existence of the default
          or of
          any counterclaim, set-off or other claim that Purchaser may allege against
          Seller. Seller shall have the right to proceed against the Guarantors without
          exhausting its rights against Purchaser first. The Guarantors’ liability under
          this Guaranty shall continue until each and every obligation of Purchaser
          under
          the Acquisition Documents has been duly paid and/or performed. 

        


        2.  Without
          notice to or consent of the Guarantor and without in any way altering,
          waiving,
          exonerating, limiting or otherwise affecting this Guaranty or the liability
          of
          the Guarantors hereunder: (a) any of the provisions of any of the Acquisition
          Documents may at any time and from time to time be modified or amended
          by
          agreement, express or implied, between Seller and Purchaser; (b) Seller may
          at any time and from time to time assign its interest in the Note and this
          Guaranty, either absolutely or as security; (c) Seller may release or discharge
          any person liable under the Acquisition Documents (including Purchaser)
          or any
          other guarantor or any security or collateral that Seller may at any time
          hold
          for the performance of Purchaser or its obligations under the Note; (d)
          Seller
          may foreclose or otherwise realize on any security or collateral for the
          performance by Purchaser of its obligations under the Acquisition Documents;
          (e)
          Seller may accept or make compositions or other arrangements or file or
          refrain
          from filing a claim in any bankruptcy proceeding of Purchaser, the Guarantors
          or
          any other guarantor; (f) Seller and Purchaser may amend any provision of
          any
          Acquisition Document; and (h) Seller may deal with Purchaser or any other
          guarantor or any security or collateral held by Seller as Seller may determine
          in its sole and absolute discretion. The Guarantors specifically agree
          their
          respective liability hereunder shall continue even if Seller alters any
          obligations of Purchaser under the Acquisition Documents in any respect
          or if
          the Guarantors’ remedies or rights against Purchaser are in any way impaired or
          suspended without notice to or the consent of the Guarantors.

        


        3.  This
          Guaranty is a guarantee of payment and performance and not of collectability.
          This Guaranty is not conditioned or contingent upon the genuineness, validity,
          regularity or enforceability of the Acquisition Documents or the obligations
          contained therein. The Guarantors specifically agree that they shall remain
          liable even if Purchaser has no liability at the time of execution or if
          Purchaser, at any time, ceases to be liable. This Guaranty and the liability
          of
          the Guarantors will not be altered, limited or otherwise affected by reason
          of
          the dissolution of Purchaser or the discharge of Purchaser’s
          liability hereunder by operation of law or otherwise. The Guarantors
          specifically agree that liability under this Guaranty may be larger in
          amount or
          otherwise more burdensome than the liability of Purchaser under the Acquisition
          Documents.


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        4.  Each
          Guarantor hereby waives (a) diligence and all demands, protests, and
          presentations or presentments; (b) notice of every kind or nature to the
          Guarantors, to Purchaser or to any other person, including notices of (i)
          protest, dishonor, nonpayment or nonperformance, or acceptance of this
          Guaranty,
          (ii) any default under the Acquisition Documents or the accrual of any
          obligation hereunder, and (iii) the election by Seller to pursue any right
          or
          remedy available to Seller upon a default by Purchaser under the Acquisition
          Documents; (c) the right to plead any and all statutes of limitations as
          a
          defense to the liability of the Guarantor hereunder or the enforcement
          of this
          Guaranty; (d) all principles or provisions of law or equity that conflict
          with
          any of the provisions of this Guaranty or would limit or impair Seller’s rights
          hereunder; and (e) any right of subrogation. This Guaranty and the liability
          of
          Guarantors hereunder will not be altered, limited or otherwise affected
          by
          Seller’s failure to enforce or delay in enforcing any of the rights or remedies
          of Seller under the Acquisition Documents or at law or in equity. No failure
          or
          delay will be construed as a waiver of any such rights or
          remedies.


        5.  (a)  Without
          in any way limiting the generality of the waivers and agreements set forth
          above, this Guaranty and the liability of the Guarantors hereunder will
          not be
          altered, limited or otherwise affected by: (i) the release or discharge
          of
          Purchaser in any creditor proceeding, insolvency proceeding, receivership,
          bankruptcy or other debtor relief proceeding (each and all of which shall
          hereinafter be referred as a “Purchaser Insolvency Proceeding”); (ii) the
          impairment, limitation or modification of the liability of Purchaser or
          the
          estate of Purchaser, (iii) the impairment, limitation or modification of
          any
          remedy that Seller may have for the enforcement of Purchaser’s liability
          resulting from the operation of any present or future provision of any
          statute
          or decisional law applicable to or enforced in any Purchaser Insolvency
          Proceeding; or (iv) the rejection or disaffirmance of the Acquisition or
          any
          obligation to be paid or performed by Purchaser in any Purchaser Insolvency
          Proceeding. Any payment due from Purchaser that accrues after the commencement
          of any Purchaser Insolvency Proceeding (or, if any payment ceases to accrue
          by
          operation of law as a result of the commencement of a Purchaser Insolvency
          Proceeding, such payment as would have accrued if the Purchaser Insolvency
          Proceeding had not commenced) shall be included in the Guarantor’s obligations
          hereunder.

         

        (b)  The
          Guarantors will file all claims against Purchaser in any Purchaser Insolvency
          Proceeding where the filing of the claims is permitted or required by law
          on any
          indebtedness of Purchaser to the Guarantors. The Guarantors hereby assign
          to
          Seller all rights of the Guarantors with respect to each and every claim.
          Seller
          will have the sole right to accept or reject on behalf of the Guarantors
          any
          plan proposed in such Purchaser Insolvency Proceeding and to take any other
          action that the Guarantors otherwise would be entitled to take in the Purchaser
          Insolvency Proceeding. If the Guarantors do not file any such claim, then
          Seller, as attorney in fact for the Guarantors, is hereby authorized (but
          is not
          obligated) to do so in the name of the Guarantors or, in Seller’s discretion, to
          assign the claim and to file a proof of claim in the name of Seller’s assignee
          or nominee. In any Purchaser Insolvency Proceeding, the person or persons
          authorized and instructed to pay to Seller the full amount of any such
          claim are
          hereby authorized and instructed to pay to Seller the full amount of any
          such
          claim unless and until all of the obligations of Purchaser under the Acquisition
          Documents have been duly paid and performed, and, to the extent necessary
          for
          such purpose, the Guarantors hereby assigns to Seller all of the Guarantors’
rights to any such payments or distributions. 

         

        6.
            Each
          Guarantor jointly and severally represents and warrants to Seller as
          follows:

        (a)  Each
          Guarantor now has and will continue to have full and complete access to
          any and
          all information concerning the Acquisition Documents, the value of the
          assets
          owned or to be acquired by Purchaser, Purchaser’s financial status and its
          ability to pay and perform the obligations under the Acquisition Documents.
          Each
          Guarantor further represents and warrants to Seller that the Guarantors
          have
          reviewed and approved the Acquisition and are fully informed of the remedies
          Seller may pursue in the event of default. So long as any of the Guarantors’
obligations hereunder remain unsatisfied or owing to Seller, the Guarantors
          will
          keep fully informed of Purchaser’s financial condition and the performance of
          Purchaser’s obligations under the Acquisition Documents. Seller has no
          obligation to give notice to the Guarantors in the event of any change
          in
          Purchaser’s financial condition or the performance (or failure of performance)
          by Purchaser of its obligations under the Acquisition Documents.

         

        (b)  No
          consent of any other person or entity, including any creditor of the Guarantors,
          and no license, permit, approval or authorization of, exemption by, notice
          or
          report to, or registration, filing declaration with, any governmental authority,
          is required to be obtained or made by the Guarantors in connection with
          or as a
          condition to the execution of the Guaranty.

         

        (c)  This
          Guaranty has been duly authorized, executed and delivered by the Guarantors,
          and
          constituted a legal, valid and binding obligation of the Guarantors and
          is
          enforceable against the Guarantors in accordance with its
          terms.


        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        (d)  The
          execution, delivery and performance of this Guaranty will not violate
          (i) any provision of any law or regulation, (ii) any order, judgment,
          award or decree of any court, arbitrator or governmental authority binding
          upon
          the Guarantors, or (iii) any mortgage, indenture, contract or other
          agreement that the Guarantors or any of the Guarantors’ assets may be bound. The
          execution, delivery and performance of this Guaranty will not result in
          or
          require the creation or imposition of any lien on the Guarantors’ property,
          assets or revenues.

        


        8.  Within
          thirty (30) days after the Guarantors receive a request from Seller, the
          Guarantors will execute and deliver to Seller, and to any third party designated
          by Seller, a certificate reciting that (a) this Guaranty is unmodified
          and in
          full force and effect; and (b) no event has occurred which, with the passage
          of
          time or notice or both, would constitute or entitle the Guarantors to any
          defense, offset, counterclaim or exoneration under this Guaranty. The Guarantors
          expressly agree that any certificate executed and delivered by the Guarantors
          may be relied upon by Seller and any other person to whom the certificate
          is
          delivered without independent investigation or examination to determine
          the
          accuracy, reasonableness, or good faith of the information and recitals
          contained therein.

        


        9.  Guarantors
          do hereby subrogate all existing or future indebtedness of Purchaser to
          Guarantors to the obligations owed to Seller under the Purchase Agreement
          and
          this Guaranty.

        


        10.  (a)  This
          Guaranty will be binding upon and inure to the benefit of the parties hereto
          and
          their respective heirs, executors, administrators, successors, permitted
          assigns
          and representatives. Any married person who signs this Guaranty expressly
          agrees
          that recourse may be had against community property assets and against
          his or
          her separate property for the satisfaction of all obligations herein
          guaranteed.

        


        (b)  In
          the
          event any action be brought by said Seller against Guarantors hereunder
          to
          enforce the obligation of Guarantors hereunder, the unsuccessful party
          in such
          action shall pay to the prevailing party therein a reasonable attorney's
          fee
          which shall be fixed by the court.

        


        (c)  This
          Guaranty is subject to amendment only by a writing that makes reference
          to this
          Guaranty and is signed by all parties hereto.

        


        (d)  This
          Guaranty will be governed by and construed under the laws of the State
          of
          Nevada.

        


        (e)  This
          Guaranty may be executed in counterparts, each of which shall constitute
          an
          original, but all of which together shall constitute one (1) and the same
          instrument.

      

      


      IN
        WITNESS WHEREOF, this Guaranty is effective as of the date first written
        above.

      


      
        	 	 	 	 
	
                
By: J
                Dapper 	 	 	
                
By: Don
                Forman