f8k032609ex10ii_magnegas.htm


    Exhibit 10.2

    ASSET
PURCHASE AGREEMENT

    


    This Agreement (the “Agreement”),
entered into as of March 24,2008, by and between Magnegas Corporation, a
Delaware corporation (the “Purchaser”), and HyFuels, Inc., a Florida corporation
(the “Seller”).

    


    WHEREAS, Seller is engaged in the
business of  developing technology related to recycling and waste
treatment (the “Business”);

    


    WHEREAS, Seller wishes to sell to
Purchaser and Purchaser wishes to purchase and assume from Seller, certain
assets and liabilities with respect to the Business on the terms and subject to
the conditions set forth in this Agreement;

    


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

     

    
      	
              1.

            	
              Agreement
      To Sell.  Seller agrees to sell, transfer and deliver to
      Purchasers free and clear of any encumbrances or liens, and Purchasers
      agrees to purchase, upon the terms and conditions hereinafter set forth,
      essentially all of the assets of the Seller, as set forth in Schedule A
      (the “Purchased Assets”).

            


    

    


    
      	
              2.

            	
              Purchase
      Price.  The consideration to be paid for the Purchased
      Assets by Purchaser (subject to adjustment as hereinafter provided) shall
      be the following:

            


    

     

    A. Consideration.  Upon
the terms and subject to the satisfaction of the conditions contained in this
Agreement, in consideration of the aforesaid sale, assignment,
transfer  and delivery of the Purchased Assets,  the
Purchaser shall pay 1,000,000 restricted shares of the Purchasers common stock,
par value $0.001 (the “Common Stock”).

    


    
      	
              3.

            	
              The
      Closing.  Unless this Agreement shall have been
      terminated or abandoned.  The closing (“Closing”) of the
      transactions contemplated by this Agreement shall be on March 26,
      2008.

            


    

    


    
      	
              4.

            	
              Closing
      Documents. At the closing, Seller shall execute and deliver to
      Purchaser such instruments as may be necessary or proper to transfer to
      Purchaser all ownership interests in the Purchased Assets to be
      transferred under this Agreement.

            


    

    


    
      	
              5.

            	
              Representations
      and Warranties of Sellers.  Sellers represent and warrant
      to Purchasers as follows:

            


    

    


    (A)
Sellers have full power and authority to conduct its business as now carried on,
and to carry out and perform its undertakings and obligations as provided
herein.

    


    (B) No
action, approval, consent or authorization of any governmental authority is
necessary for Sellers to consummate the transactions contemplated
hereby.

    


    
      
        
        

      

      
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    (C)
Seller is the owner of and has good and marketable title to the Purchased
Assets, free of all liens, claims and encumbrances, except as may be set forth
herein.

    


    (D) There
are no violations of any law or governmental rule or regulation pending against
Seller or the Purchased Assets, and Seller has complied with all laws and
governmental rules and regulations applicable to the Business or the Purchased
Assets.

    


    
      	
              6.

            	
              Representations
      and Warranties of Purchasers.  Purchasers represent and
      warrant to Seller as follows:

            


    

    


    (A)
Purchaser has full power and authority to carry out and perform its undertakings
and obligations as provided herein.

    


    (B) No
action, approval, consent or authorization of any governmental authority is
necessary for the Purchaser to consummate the transactions contemplated
hereby.

     

    (C) There
are no judgments, liens, suits, actions or proceedings pending or, to the best
of Purchaser’s knowledge, threatened against Purchaser or its
property.

    


    
      	
              7.

            	
              Indemnification
      by Seller.  Notwithstanding any provisions contained in
      this Agreement, Seller shall indemnify (including reasonable attorney’s
      fees and costs), defend and hold Purchaser and its respective successors
      and assigns, harmless:

            


    

    


    (1)   From
and against all losses, costs, damages, expenses or liabilities for all taxes of
Seller for tax periods (or portions thereof) ending on the Closing
Date;

    


    (2)  With
respect to all losses, claims, damages and liabilities, including accounts
payable at the Closing Date, from Seller’s conduct of the Business arising
before the Closing Date;

    


    (3) With
respect to any causes of action, proceedings, suits,

    claims,
demands, taxes, assessments, judgments, costs and expenses, including reasonable
attorneys’ fees incident to the foregoing.

    


    If any
claim is asserted in writing against the Purchaser relating to any of the
matters described in this Section, Purchaser shall notify Seller within fifteen
(15) days of receipt of the claim or demand, and Seller shall have the right to
control the defense, compromise or settlement of the claim or demand, provided
that Seller covenants and agrees to keep Purchaser periodically and reasonably
appraised of the status of same, and provided further that Seller does not take
any action or omit taking any action, the effect of which would cause a material
detriment to Purchaser or its Assets.

    


    
      	
              8.

            	
              Indemnification
      by Purchaser.  Notwithstanding any provisions contained
      in this Agreement, Purchaser shall indemnify (including reasonable
      attorneys’ fees and costs) defend and hold Seller and assigns
      harmless:

            


    

    


    
      
        
        

      

      
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    (1)  from
and against all losses, costs, damages, expenses or liabilities arising out of
Purchaser’s conduct of the Business as of the Closing Date or ownership of the
Purchased Assets as of the Closing Date;

    


    (2)  from
and against any claim in conjunction with liabilities and obligations being
assumed by Purchaser hereunder;

    


    (3)  with
respect to any material breach of a material representation, warranty, covenant,
or agreement (including without limitation any breach of one or more of
Purchaser’s covenants and/or agreements under this Agreement), or
non-fulfillment of any material obligation on the part of Purchaser under this
Agreement or contained in the Schedules or Exhibits annexed to this Agreement,
or otherwise delivered to Seller, or any material misrepresentation in any
certificate or other instrument furnished to Seller under this Agreement;
and

    


    (4)  with
respect to any causes of action, proceedings, suits, claims, demands,
assessments, judgments, costs and expenses, including reasonable attorneys’ fees
incident to the foregoing.

    


    If any
claim is asserted in writing against the Seller relating to any of the matters
described in this Section, Seller shall notify Purchaser within fifteen (15)
days of receipt of the claim or demand, and Purchaser shall have the right to
control the defense, compromise or settlement of the claim or demand, provided
that Purchaser covenants and agrees to keep Seller periodically and reasonably
appraised of the status of same, and provided further that Purchaser does not
take any action or omit taking any action, the effect of which would cause a
material detriment to Seller or its assets.

    


    
      	
              9.

            	
              No
      Other Representations. Purchaser acknowledges that neither Seller
      nor any representative or agent of Seller has made any representation or
      warranty regarding the Purchased Assets or the Business, or any matter or
      thing affecting or relating to this Agreement, except as specifically set
      forth in this Agreement.

            


    

    


    
      	
              10.

            	
              Conditions
      To Closing. The obligations of the parties to close hereunder are
      subject to the following
conditions:

            


    

    


    (A)           All
of the terms, covenants and conditions to be complied with or performed by the
other party under this agreement on or before the closing shall have been
complied with or performed in all material respects.

    


    (B)           All
representations or warranties of the other party herein are true in all material
respects as of the closing date.

    


    
      	
              11.

            	
              Assignment.  Purchasers
      shall not assign this agreement without the prior written consent of
      Seller.  Any attempted assignment without Seller’s consent shall
      be null and void.

            


    

     

    
      
        
        

      

      
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              12.

            	
              Notices.
      All notices, demands and other communications required or permitted to be
      given hereunder shall be in writing and shall be deemed to have been
      properly given if delivered by hand or by registered or certified mail,
      return receipt requested, with postage prepaid, to Seller or Purchaser, as
      the case may be, at their addresses first above written, or at such other
      addresses as they may be designate by notice given
    hereunder.

            


    

    


    
      	
               
      

            	
              If to
      Purchaser:

            


    

    
      	
               
      

            	
              Magnegas
      Corporation

            


    

    
      	
               
      

            	
              150
      Rainville Rd

            


    

    Tarpon Springs, FL 34689

    


    If to
Seller:

    HyFuels, Inc.

    35246 US Highway 19 North,
#215

    Palm Harbor, Florida 34684

    


    
      	
              13.

            	
              Entire
      Agreement.  This Agreement contains all of the terms
      agreed upon between Seller and Purchaser with respect to the subject
      matter hereof.  This Agreement has been entered into after full
      investigation.

            


    

    


    
      	
              14.

            	
              Changes
      Must Be In Writing.  This Agreement may not be altered,
      amended, changed, modified, waived or terminated in any respect or
      particular unless the same shall be in writing signed by the party to be
      bound.

            


    

    


    
      	
              15

            	
              Governing
      Law.  This Agreement shall be governed by and construed
      in accordance with the laws of the State of Florida without regard to
      conflicts of law principles.

            


    

    


    
      	
              16.

            	
              Binding
      Effect. This Agreement shall not be considered an offer or an
      acceptance of an offer by Seller, and shall not be binding upon Seller
      until executed and delivered by both Seller and Purchaser.  Upon
      such execution and delivery, this Agreement shall be binding upon and
      inure to the benefit of the parties hereto and their respective heirs,
      executors, administrators, successors and permitted
    assigns.

            


    

     

    
      
        
        

      

      
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    IN
WITNESS WHEREOF, the parties have executed this agreement the date first above
written.

    


    


    DATED:                                           SELLER

    


    


    BY:
____________________________

    Dr.
Ruggero Santilli, CEO Hyfuels, Inc.

    


    DATED:                                           PURCHASER

    


    


    BY:
_____________________________

    Richard
Connelly, President, Magnegas Corporation

    


    


    


    


     

    
      
        
        

      

      
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    EXHIBIT
A

    THE PURCHASED
ASSETS

    


    


    Hyfuels,
Inc owns a 12.5% share of the India based corporation, Jeruz Magnegas, Pvt.
Limited and owns 5% royalties on any gross sales of Jeruz Magnegas Pvt.
Limited.  Jeruz Magnegas Pvt. Limited is an India based corporation
(located at 8/A, Ground Floor"KARP House", Lal Darwaja, Surat: 395 008, India)
that owns all Intellectual Property rights (patents, patent applications,
trademark, domain names and technical know-how) for the Magnegas Technology for
India, Pakistan, Bangledesh and Sri Lanka only.

    


    HyFuels,
Inc hereby grants, assigns and permanently transfers to Magnegas Corporation in
its totality and irrevocably the entirety of the assets owned by HyFuels, Inc in
Jeruz Magnegas Pvt. Limited that include:

    


    
      	
              1)  

            	
              12.5%
      equity shares of Jeruz Magnegas Pvt, Limited in the existing issued and
      paid up capital of Jeruz Magnegas Pvt.
Limited;

            


    

    


    
      	
              2)  

            	
              5%
      royalties on sales of Magnegas equipment made by Jeruz Magnegas Pvt.
      Limited.

            


    

     

     

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