AXIUS
CONSULTING GROUP, INC.'s SALE OF ASSETS TO RX SAFES, INC.


 





Axius
Consulting Group, Inc.,(Seller) a Delaware corporation,with offices located at 736 Carlisle Road, Jericho, N.Y. 11753, is the
true and rightful owner of specific assets consisting of domain names, designs, product inventory ( fingerpri nt medication lock
box and accessories), accounts receivables, computer equipment, license agreements, customer and prospect lists, vendor and supplier
contracts and other good and valuable assets.


 


Rx
Safes, Inc.,a Nevada Corporation,with offices located at 670 Du Fort Avenue, Henderson, NV 89002, offers and hereby purchases
said assets from seller for the total sum of SIXTEEN THOUSAND TWO HUNDRED AND SIXTY TWO DOLLARS AND SIXTY CENTS,($16,262.60) (Asset
Purchase Price) payable in cash at the offices of Seller.


 


Seller
hereby agrees to sell and Buyer hereby agrees to purchase all such referenced assets. Seller will retain the rights to future
receivables and fees for all current and future consulting agreements to perform general consulting services for buyer and other
clients based on the seller's core business focus, which is offering management, operational,sales and marketing services to entrepreneurs
and companies.


 


Seller
has the authority, right, title and interest to convey to buyer, in full without liens or other encumbrances, the assets as indicated
above. As part of this agreement, Seller agrees to transfer ownership of assets as soon as the Asset Purchase Price payment has
been received.


 


Buyer
agrees to provide Seller with a nonexclusive license to purchase and resell the fingerprint medication lock box product within
certain health care and medical channels, to be approved in advance · in writing by Buyer. ·


 


Buyer
shall wire full payment to Seller to the Seller's account indicated below:


 


Axius
Consulting Group, Inc, 736 Carlisle Road, Jericho, NY 11753


 


TD
Bank, 225 North Broadway, Hicksville, NY 11801 - Tel 516-937-9501


 


Account
Number - 824954200


 


Routing
Number - 026013673








To
support the seamless transition of assets under this Bill of Sale, Buyer agrees to engage the services of seller and execute a
separate consulting agreement for services with Axius Consulting Group, Inc. for a minimum 12 month period at a minimum monthly
fee of $20,000 per month.




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EXCLUSIONS
TO BILL OF SALE:





•  Consulting
agreement between seller and Chumbolt, Inc.


 


•  Consulting
agreement between seller and Rx Safes, Inc.


 


•   Tail
of consulting agreement between seller and Zero Truck Corp.


 


These
contracts and any retainers or fees earned through these contracts will remain the asset of the Seller.


 


 





HERETOFORE,
Seller and Buyer agree this 1sth day of July, 2010;


 


Date:
7/1/2010


 


/s/
Mark Basile


Mark
Basile - President


Axius
Consulting Group, Inc.








Date
7/1/2010 


 


 /s/
Lorraine Yarde


Lorraine
Yarde - President





Rx
Safes, Inc.













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Exhibit
"A"








All
assets of Axius Consulting Group, Inc.,excluding those specified consulting agreements specified in the Contract of Sale as to
ChumBolt, Inc.,ZeroTruck, Inc.,and RXSAFES, Inc.


 


1.     
Purchased Domains:


 


www.familymedsafe.com


www.rxsafes.com


www.ourfamilymedsafe.com


www.mvfamilymedsaafe.com


www.thefamilymedsafe.com


www.americaspediatrician.com


www.rxdrugsafe.com


www.rxhomesafe.com



www
..axiushealth.com


 


as
well as any after-acqui red domain name that is intended to be used for the business of RxSAFES, Inc.








2.    
Purchased Inventory


 


116
units of all MedSafe in China Facility


106
units of small MedSafe in California facility


70
units of Mounting Brackets in California facility


  


3.    
 Purchased Designs and Software


 


Small
MedSafe fingerprint activated medical safe


Larger
MedSafe (MedSafe PRO} fingerprint activated medical safe.


In
cabinet fingerprint medication safe (MedSAFE IC)


Mounting
bracket for small MedSafe


Mounting
bracket for Larger MedSafe (MedSafe Pro)


Carry
handle for small MedSafe (ver. 1 and ver. 2)


 


4.    
Other product Rights Transferred to RxSafes, Inc.


 


Axius
Health website and contents


Axius
blue and red cross logo design


MedStick
fingerprint USB portable medical records device (software)


MedFile
fingerprint medical records cabinet


MedCabinet
fingerprint medication/narcotic professional storage locker


MedGuard
PC fingerprint HIPPA compliant PC logon technology


MedDose
PSA fingerprint activated switch




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