usdry_8ka-ex1003.htm


    Exhibit
10.3

     

    BILL OF
SALE

     

    KNOW ALL
MEN BY THESE PRESENTS:

     

    That on
this 21st day of June, 2008, ROBINSON CORP., a Hawaii
corporation ("Seller"), for and in consideration of the sum of TEN AND NO/100
DOLLARS ($10.00) and other good and valuable consideration to Seller paid by
ENIVEL, INC., a Hawaii
corporation ("Buyer"), whose business address is 1930 Auiki Street, Honolulu, HI
96819, the receipt of which is
hereby acknowledged, does hereby grant, assign, sell, transfer, convey, and
deliver unto Buyer all of Seller's exclusive use, right, title, and interest in
and to all of the personal property described in Exhibit 1 hereto, hereinafter
collectively referred to as the "Personalty."

     

    TO HAVE
AND TO HOLD the same unto Buyer, absolutely and forever.

     

    AND
Seller does hereby covenant with Buyer that Seller is the lawful owner of the
Personalty; except with respect to the liens set forth on Exhibit 2 hereto and
as otherwise disclosed the Personalty is free and clear of any and all liens and
encumbrances made or suffered by Seller; Seller has good and lawful right to
sell and convey the Personalty; and Seller shall WARRANT and DEFEND the same
unto Buyer and its successors and assigns against the lawful claims and demands
of all persons claiming by, through or under Seller.

     

    AND Buyer
hereby acknowledges that, subject to Seller's representation and warranty that
the Personalty that is material to the business operations of Seller is in good
working condition as of the date herefor, the Personalty is being conveyed in
"AS IS," "WHERE IS" and "AS-BUILT" condition and "WITH ALL FAULTS" as of the
date hereof. Buyer further acknowledges that all warranties and representations,
whether expressed or implied, with respect to the Personalty by Seller or any
person on behalf of Seller as to the condition, state of repair, operating
order, safety, structural soundness or fitness thereof for any particular
purposes, are hereby expressly disclaimed. Buyer hereby acknowledges and agrees
that it has relied solely upon the inspections and examinations conducted by
Buyer and its agents as to the condition of the Personalty. Buyer does hereby
release Seller, and its members, managers, employees, agents, attorneys and
accountants from any and all claims, liabilities, costs, court costs, and
expenses arising out of or connected with the condition of the Personalty,
including, but not limited to reasonable attorneys' fees. Buyer agrees and
understands that the risk of loss shall pass from Seller to Buyer on the date of
this Bill of Sale and the payment of the consideration by Buyer to
Seller.

     

    AND in
the event of any dispute or litigation between the parties relating to this
instrument, the prevailing party shall be entitled to recover, in addition to
any judgment or order rendered therein, all costs and expenses of dispute or
litigation, including reasonable attorneys' fees. This agreement shall be
controlled, construed and enforced in accordance with the laws of the State of
Hawaii, without regard to any choice of law provisions.

     

    The
parties hereto agree that this instrument may be executed in counterparts, each
of which
shall be deemed an original, and said counterparts shall together constitute one
and the same agreement, binding all of the parties hereto. For all purposes,
including, without limitation, recordation, filing and delivery of this
instrument, duplicate unexecuted and unacknowledged pages of the counterparts
may be discarded and the remaining pages assembled as one document.

     

    [THIS
LEFT INTENTIONALLY BLANK. SIGNATURE PAGE FOLLOWS.]

    


     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    Dated as
of the Effective Date.

     

     ROBINSON
CORP., a Hawaii corporation

     

    By:  /s/ Thurston John Robinson

    Name: THURSTON JOHN ROBINSON


     

    Title:
President

     

    (Seller)

     

    ENIVEL,
INC., a Hawaii corporation

     

    By:  /s/ Michael
E. Drace

    Name:  Michael E.Deace

    Title:  President

     

    
      	
              Name:
      Title:

            


    

    (Buyer)

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
"I"  PERSONALTY

     

    
      	
              Vehicles:

            	 
      	 
      
	
              Year
      Model

            	
              License

            	
              Vin#

            
	
              1999
      GMC Savana

            	
              667TPD

            	
              1GTHG39R7X1094433

            
	
              2002
      Ford Van

            	
              989TPY

            	
              1FTS534L32HB81236

            


    

     

    2.           Personal
Property: See Addendum A

     

    3.           Equipment/Machinery:
See Addendum B

     

    4.           Sewing
Equipment:

    
 

    
      	Plant:	 
	Straight
      Stitch	Singer #191 0300 AA
      
	Blind
    Hemmer	Consew
  817
	Serger	Singer
      Merittlock
	Button Machine,
      Chandler	Class 485P, S/N
      7296
	 	 
	Kahala:	 
	Straight Stitch
      	Liebersew ZJ
      8500N 
	Blind Hemmer
    	Liebersew CM
      #602
	Serger	Juki Garnet Line
      MO-6440


    

     

     

    5.     
Office
Computers:

     

    
    

     

    
      	CPU:	Compaq
      Presario
	Monitor: 	Compaq
    MV540
	Printer:	LexMark Optra E312
      Laser 
	Backup:	APC 350
	 	 
	CPU:	Compaq Presario,
      Model #SR 1830N 
	Monitor: 	HP VX17
	Printer: 	HP Laser Jet
      1020
	Backup	APC 400
	 	 
	CPU:	No Name - Rebuilt
      CPU 
	Monitor: 	KDS USA
	Printer: 	HP Laser jet
      1020
	Backup:	APC
  300


    

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
       

      
        	CPU: 	Premio
	Monitor:  	Compaq
  V70
	Printer: 	HP Desk Jet 630
      C


      

                                             

    

                                              

     

    6.           Additional Store
Equipment:

     

    Assorted
Cash Registers, Faxes, Phones, Verifones, Backups Calculators, Vacuums, Banners
(See Addendum B)

     

    7.           Hanging Goods (all
locations)

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    ADDENDUM
A

     

    Personal
Property

     

    Office:

     

    Desk -
No Miller

     

    1          
Swivel Chair

    1          
Wooden Work Station Roller Cart

    1           Wooden
Cabinet

    3           Office
Chairs

    1           Mannequin

    1           Supply
Closet with Assorted Inventory for Plant and Store

    3           Boxes
of Employee Uniform Shirts

    1           Paper
Shredder

    1           Calculator

    1           Fax

    1           Framed
"Gary Reed" Picture

    1           Toshiba
Copier 2860 (not working)

    PLUS
previously listed computer.

     

    Jack's
Office:

     

    1            Swivel
Chair

    3            File
Cabinets

     

    Theresa's
Office:

     

    
      	
              1

            	
              Desk
      – Normal Miller

            
	 	
              Swivel Chair

            
	 	Office
      Chairs
	 	 
	1	Credenza
	 	File
      Cabinet
	 	Wooden
      Table w/wheels
	1	Metal
      Table w/wheels
	 	Framed
      Gary Reed Picture
	1	Fan


    

     

    PLUS
previously listed computers.

     

    Accounting
Assistant:

     

    2            Desks

    2            Chairs

    2            File
Cabinets

    1            Foldable
Table

    1            Bookshelf

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

                 Copier
- Brother

    1           Typewriter

    1           Fan

    1           Safe

    1           Cash
Register

    1           Stereo

    1           Framed
Gary Reed Picture

    PLUS
previously listed computer

     

    Alcove under
Staircase:

    Plant
Supplies Tickets

    Misc.
Storage Vinyl Banners

    Misc.
advertising items, posters, easels, etc.

     

    Caesars
Assembly-Mezzanine:

    1           Assembly
Cart

    1           Wooden
Shelf

    1           Metal
Shelving

    2           Bagging
Stands

    1           Safe

     

    Lunchroom:

    1           Metal
Lockers

    1           Stove

    
      1         
Refrigerator

    

    
                 
Dishwasher

    

    2           Microwaves

    1           Assortment
of Pots, Pans, Dishes, Cups, Silverware,

    5           Tables

    28         Chairs

    1           Roll
Cart

    1           TV
w/VCR

     

    Plant:

    1           Wooden
table work area

    1           Desk/Cabinet

    50         Rolling
Carts ( Lg 7; med 4; Sm 33; Sm Metal 6)

    8           Rolling
Racks - Singles

    I           Rolling
Rack - Double

    4           Pants
Rolling Racks

     

    Outside
Carpeted Area: 

    1         
Picnic Table

               
Sorting
Table

    1          Wooden
Cabinet

    2          Stackable
Dryers

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
              Kabala Mall:
      

              Framed
      Pictures

              1            Mannequin

            


    

    
      	
              1            Assembly
      Stand

              1            Bagging
      Stand

              1            Chair

                           
      Metal
      File Cabinet

            


    

     

    $3.93 Assembly
Area:

    1            Wooden
Cabinet/Table Top

    1            Wooden
$3.93 Assembly Stand

    1            Extra
Long Pressing Board for Wedding Gowns

     

    Downstairs Storage
Room:

     

                 
Misc old equipment for parts

    2           
Vacuums

     

    Sewing
Room:Iron

    1           
Ironing Board

                
Wooden
table — built in

    2           
Chairs

     

    Upstairs
Storage Room — Accountant Side: 

    Theonics
Computers

    Extra
DCCS Computer &
Stations

    Extra
Store Set Up (from closed store)

     

    Accountants
Office:

    1            File
Cabinet

    2            Tables

     

    Common
Area:

    Misc.
Used Copiers/Office Equipment 

    Storage

     

    Production
Manager's Office: 

    Chair

    Wooden
Built in Table Top File Cabinet

    Wooden
Cabinets

     

    Staircase
Landing: 

    Misc.
Used Equipment

     

    STORES:

     

    1            Fax

    2            Verifones

    2            Phones

    1            Vacuum

    1            Safe

    1            Timeclock

    2            Calculators

    9            Rolling
Carts (Lg 2; Med I; Sm
6)

     

    PLUS
already listed computers and sewing machines

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Kailua:

    
      1           
Floral
Display Vase

    

    
      	
               
      

            	
              Assembly
      Stand

            

             
Bagging Stand

    I            Vacuum

     

    1            Verifone

                 
Timeclock
1Fax

                 
Safe

    6            Rolling
Carts (Lg 1; Med 2; Sm 3)

    1            Banner
Stand plus Banners

    2            Phones

    1            Answering
Machine

     

    Pearl
Highlands:

    1            Floral
Display Box

    2            Canvas
Mounted Pictures

    1            Assembly
Stand

    1            Bagging
Stand

    I            Vacuum

    1            Fax

    1            Verifone

    1            Wooden
Desk

    1            Metal
file cabinet

                 
Timeclock

    I            Banner
Stand plus Banners

    2            Phones

                 
Answering
Machine

    10         
Rolling Carts (Lg 1; Med
5: Sm 4)

     

    Ward:

    2           
Mannequins

                 
Interior
Decorations & Pictures

    I            Assembly
Stand

    1            Bagging
Stand

    1            Fax

    1            Verifone

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

                  Vacuum

                 
Safe

                 
Timeclock
Plastic Table

    2            Plastic
Chairs

    1            Banner
Stand plus Banners

    2            Phones

    1            Answering
Machine

    8            Rolling
Carts (Lg 3; Med 2; SIT'
1; Metal 2)

     

    Ward's Upstairs Storage
Room:

     

    Purged
Clothing 1 year and older — all stores

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      ADDENDUM B

    

     

     

    EQUIPMENT/MACHINERY:

     

    
      	
              Age

            	
              Quantity

            	
              Description

            
	
              -8

            	
              2

            	
              Multimatic
      SS660

            
	
              -3

            	
              1

            	
              Multimatic
      SL 75Y

            
	
              10+

            	 
      	
              Dispat
      U-Veyor

            
	
              10+

            	
              3

            	
              White
      X-Pressoveyor

            
	
              -10/10+

            	
              4

            	
              Rema
      Vacuums

            
	
              10+

            	
              1

            	
              Imas
      Steam Tunnel Model 300

            
	
              10+

            	
              3

            	
              Water
      Circulating Pumps for DC Cooling System

            
	
              -5

            	 
      	
              Bradford
      White Hot Water Heater Magnum Series

            
	
              10+

            	
              1

            	
              UniMac
      Washer Extractor 85#

            
	
              10+

            	
              3

            	
              UniMac
      Washer Extractor 50#

            
	 
      	 
      	
              *Note
      1 50# washer motor not in operation - not currently being
      used.

            
	
              LAUNDRY:

            	 
      	 
      
	
              10+

            	
              1

            	
              Pressure
      Water Pump System w/tank for water spray guns

            
	
              10+

            	
              2

            	
              Pressure
      Water Pumps for washing water supply.

            
	
              -10

            	
              1

            	
              Single
      Back Shirt Unit - Forenta w/vacuum

            
	
              -10

            	 
      	
              Unipress
      Automatic Sleever

            
	
              -10

            	
              1

            	
              Forenta
      Collar and Cuff Unit

            
	
              -10

            	
              1

            	
              Kirkland
      Home Washing Machine

            
	
              -10

            	 
      	
              Cissell
      Ironing Board w/Iron

            
	
              10+

            	
              2

            	
              Forenta
      Legger Presser

            
	
              -10

            	 
      	
              Forenta
      Topper Pressers

            


    

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        
          	
                  10+

                	
                  I

                	
                  Ajax
      Topper Presser

                   

                
	
                  Age

                	
                  Quantity

                	
                  Description

                
	
                  -2

                	
                  4

                	
                  1P
      S 0 754
      Dryers

                
	
                  N/A

                	
                   

                	
                  Huebusch
      75# Dryers REPLACED BY IPSO

                
	
                  10±

                	
                   

                	 
      

                  WhiteCustom
      Conveyor- (continuous running)

                
	
                  10+

                	
                  3

                	
                  UniMac
      Model UW50P4 + 1 not working

                
	
                  -3/5+

                	
                  2

                	
                  Daewood
      "Bubble Washers"

                
	
                  10+

                	
                  1

                	
                  SS
      Three Compartment Sinks

                
	
                  10+

                	
                  4

                	
                  Steel
      Water Storage Tanks

                


        

      

    

    


     

    COMPRESSORS:


     

    
      	
              10+

            	
              2

            	
              Ingersol-Rand
      Model 30T

            
	 	 	Quincy
      lop


    

     

     

    ROOF:

     

    
      
        	
                -10

              	
                1

              	
                Chiller,
      Dual

              
	 
      	 
      	 
      
	
                10+

              	
                3

              	
                Air
      Blowers

              
	 
      	 
      	 
      
	
                10+

              	
                2

              	
                Exhaust
      Fans

              
	 
      	 
      	 
      
	
                -10/10+

              	
                3

              	
                 Water
      Towers (revised #)

              


      

    

    


    
      


       

      PRODUCTION
FLOOR

       

      
        	
                Age

              	
                Quantity

              	
                Description

              
	 
      	 
      	
                Assembly
      Rail System

              
	
                10+

              	
                2

              	
                Ajax
      Leggers DC 446C

              
	
                10+

              	
                2

              	
                Forenta
      Toppers BP

              
	
                10+

              	
                3

              	
                Ajax
      AOU45 W/Irons

              


      

    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              Age

            	
              Quantity

            	
              Description

            
	10+	1	Ajax
      DC 18
	10+	2	Hoffman
      Model X
	-3	3	Forenta
      Airfonn w/iron finishers
	5 -
      10	4	Cindy
      Lous
	 	5	Various
      Puff Inors (2 sets)
	 	 	 
	DRAPERY	 	 
	 	 	 
	Age	Quantity	Description
	10+	1	Ajax
      120" Drapery Flass Press
	10+	 	Perfect
      Pleat Pleater
	10+	 	Puff
	 	 	 
	ALTERATIONS:	 	 
	 	 	 
	Age 	Quantity	Description
	 	 	 
	10+	1	Singer,
      Model 191 0300 AA, Straight Stitch
	-5	1	
              Liebersew
      ZJ 8500N, S/N 021002122, 16X231, Straight Stitch

            
	10+	1	
              Consew,
      817, Blind Hemmer

            
	-5	1	
              Liebersew
      CM#-602, 251 LG, Blind Hemmer Merittlock, 14 U44,
Serger

            
	10+	1	
              Juki
      Garnet Line MO-6440, Serger

            
	 	 	
              Chandler,
      Class 485P, S/N 7296, Button Sewer

            
	BOILER
      ROOM:	 	 
	 	 	 
	Age	Quantity	Description
	 	 	
               

            
	10+	2	
              
                Lattner
      20 HRT

              

            
	-2/10+	2	
              Condensate/make
      up Storage tank system

            
	1+	 	
              Water
      Vaporizor Tank

            


    

     

     

    End of Exhibit
I

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    EXHIBIT
"2"

    LIENS

     

    Equipment
Leases:

     

    
      	
            	
              I)

            	
              Lease
      #1 — Payment $1,437 per month

            


    

    
      	
            	
              2) 

            	
              Lease
      #2 — Payment $642 per month

            


    

    
      	
            	
              3) 

            	
              Lease
      #3 — Payment $1,310 per month 4) Lease #4 — Payment $277 per
      month

            


    

     

     

     

     

     

     

     

    End of Exhibit
2