exh10-1_112408.htm


    Exhibit
10.1

    
 

    ASSET
PURCHASE AND

    BALANCE
SHEET ENHANCEMENT AGREEMENT

    


    
      	
              Dated:

            	
              November
      24, 2008

            


    

    


    
      	
              Between:

            	
              Rotoblock
      Corporation

            
	 	300
      B Street
	 	

              Santa
      Rosa, CA 95401                    (“Company”)

            


    

     

    
    

    


    
      	
              And:

            	
              Chien-Chih
      Liu

            
	 	125
      Mt. Baldy Ct.
	 	Roseville,
      CA 95747                      (“Liu”)


    

     

     

    


    Recitals

    


    WHEREAS, the Company is engaged in
discussions with select investors who may be willing to provide the Company with
a loan for
additional working capital (“Investor Loan”) ;
and

    


    WHEREAS, the Company considers it to be
in its best interest and in the best interest of its shareholders that its
balance sheet be enhanced by the addition of certain real property assets;
and

    


    WHEREAS, such balance sheet enhancement
would make available assets to provide collateral for the Investor Loan;
and

    


    WHEREAS, Liu is the Company’s
President/CEO and is willing to sell to the Company a partial interest in
certain real property (“Real
Property”) for purposes of balance sheet enhancement and the Company
desires to acquire the Real Property, subject to the terms and conditions of
this Agreement.

    


    NOW THEREFORE, in consideration of the
foregoing and other good and valuable consideration, the parties hereby agree as
follows:

    


    1.           Sale and Purchase of the Real
Property.

    


    Liu hereby sells, conveys, transfers
and assigns to the Company and the Company hereby purchases from Liu a
twenty-five percent (25%) undivided interest as a tenant-in-common (“Transferred Interest”) in
the Real Property located at 5555 Yosemite Ave., Merced, CA 95340, as more
particularly described in Exhibit A attached hereto and incorporated herein by
this reference.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.           Purchase
Price and Payment.

    


     The Purchase Price for the
Transferred Interest is Two Hundred Fifty Thousand Dollars ( $250,000.00).
Attached hereto as Exhibit B, and incorporated herein by
reference,  is a copy of the 2008-2009 Merced County Real Property Tax
Bill showing the tax assessed value of $1,082,430 for the Real Property. The
Company shall pay the Purchase Price by the issuance and delivery  to
Liu of Ten Million (10,000,000) shares of the Company Common Stock (“Common Stock”), based on a
price per share of $0.025. The Company and Liu acknowledge that the closing
price of the Company’s Common Stock on the OTC Bulletin Board as of the date of
this Agreement was $0.04 per share. However, as a result of the restrictions on
transferability of the Common Stock, as more particularly described in Section 3
of this Agreement, it is deemed appropriate to reduce the fair market value of
the Common Stock for purposes of this Agreement

     

    3.           Common
Stock as Restricted Securities.

    


    Liu acknowledges that the shares of
Common Stock are characterized as “restricted securities” under the Securities
Act of 1933 and that consequently the transferability and resale of the Common
Stock will be limited. Liu further acknowledges
that the certificate evidencing the Common Stock will bear a legend in
substantially the following form:

    


    THE SHARES
REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933.  THE SHARES HAVE BEEN ACQUIRED WITHOUT A VIEW TO
DISTRIBUTION AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE
ACT AND UNDER ANY APPLICABLE SECURITIES LAWS, OR AN OPINION OF COUNSEL
ACCEPTABLE TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED AS TO SUCH
SALE OR OFFER.

    


    4.           Restrictions
on Use of Partial Interest.

    


    The Company may use the Partial
Interest only as collateral to secure the Investor Loan. The Company may not
otherwise assign, transfer, sell or  convey the Partial Interest, or
any portion thereof, without the prior written consent of Liu which shall be in his
absolute discretion.

    


    5.           Right
of Repurchase/ Reconveyance of Property.

    


    In the event the Company does not
obtain the Investor Loan within twelve months (12) of the date of this
Agreement, the Company shall convey, transfer and assign the Partial Interest to
Liu by warranty deed, free and clear of all liens and encumbrances and Liu shall
assign, transfer and deliver the Common Stock to the Company, free and clear of
all liens and encumbrances.


    
      
         


      

      
         


          


          Asset
Purchase and Balance Sheet Enhancement Agreement- Page 2
 


        
          

        

      

      
         


      

    

    


    6.           Closing
of Agreement.

    


               The
closing of the transactions contemplated by this Agreement shall
be  on or about November 18, 2008 and shall take place at the offices
of the Company, or such other location and time as the parties hereto mutually
agree upon, which time and place shall be designated as the “Closing”. In
addition to any other documents to be delivered under other provisions of this
Agreement, at Closing:

    


    
      	
               
      

            	
              (a)

            	
              Liu
      will deliver a Warranty Deed for the Partial Interest to the
      Company.

            


    

    


    (b)       The
Company will deliver to Liu a certificate for the Common Stock.

    


    
      	
               
      

            	
              (c)

            	
              The
      parties will execute and deliver any and all other documents and
      instructions reasonably necessary and appropriate to the transactions
      contemplated by this Agreement.

            


    

    


    7.           Public
Announcements and Disclosures of Transaction.

    


    The Company and Liu will cooperate in
the preparation, filing and dissemination of any and all public announcements
and disclosures of the transactions contemplated by this Agreement as required
under the Securities Exchange Act of 1934 and the rules and regulations of the
Securities and Exchange Commission thereunder.

    


    
      	
               
      

            	
              8.

            	
              Miscellaneous

            


    

    


    
      	
               
      

            	
              8.1

            	
              Successors
      and Assigns

            


    

    


    The terms and conditions of this
Agreement shall inure to the benefit of and be binding upon the respective
successors and assigns of the parties. Nothing in this Agreement, express or
implied, is intended to confer upon any party other than the parties hereto or
their respective successors and assigns any rights, remedies, obligations or
liabilities under or by reason of this Agreement, except as may be expressly
provided in this Agreement.

    


    
      	
               
      

            	
              8.2

            	
              Governing
      Law

            


    

    


    This Agreement shall be governed by and
construed in accordance with the laws of the State of California.

    


    
      	
               
      

            	
              8.3

            	
              Counterparts

            


    

     

    This Agreement may be executed in two
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.

     

    
      
        
        

      

      
         


          


          Asset
Purchase and Balance Sheet Enhancement Agreement- Page 3

        

        
          

        

      

      
        
        

      

    

     

                           
8.4      Titles and Subtitles

    


    The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.

    


    
      	
               
      

            	
              8.5

            	
              Notices

            


    

     

               All
notices required or permitted to be given under this Agreement shall be in
writing. Notices may be served by certified or registered mail, postage pre-paid
with return receipt requested; by private courier, prepaid; by facsimile or
other telecommunications device, or personally. Mailed notices shall be deemed
delivered five (5) days after mailing, properly addressed. Notices by courier
shall be deemed delivered on the date that the courier warrants that delivery
occurred.
Telecommunications notices shall be deemed delivered when receipt is
confirmed by confirming transmission. Unless a party changes its address by
giving notice to the other party as provided herein, notices shall be delivered
to the parties at the addresses set forth on the signature page of this
Agreement.

    


    To the Company:

    


    Rotoblock Corporation

    300 B Street

    Santa Rosa, CA 95401

    Attention: Maria
Petrovska

    Facsimile: (707) 324-8112

    


    To: Liu

    


    Chien-Chih Liu

    125 Mt. Baldy Ct.

    Roseville, CA 95747

    Email:
liugene@sbcglobal.net

    


    
      	
               
      

            	
              8.6

            	
              Attorneys’
      Fees

            


    

    


    If any suit or action arising out of or
related to  this Agreement is brought by any party, the prevailing
party shall be entitled to recover its cots and fees, including reason
attorneys’ fees, incurred by such party in such suit or action, including any
appellate proceeding.

    


    
      	
               
      

            	
              8.7

            	
              Amendments
      and Waivers

            


    

    


    After Closing, any provision of this
Agreement may be amended and the observance of any provision may be waived only
with the written consent of the Company and Liu.

    


    
      
        
        

      

      
        
          


          Asset
Purchase and Balance Sheet Enhancement Agreement- Page 4

        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              8.8

            	
              Severability

            


    

    


    If one or more of the provisions of
this Agreement is held to be unenforceable under applicable law, such provision
shall be excluded from this Agreement and the balance of this Agreement shall be
interpreted as if such provision were so excluded and shall be enforceable in
accordance with its terms.

    


    
      	
               
      

            	
              8.9

            	
              Entire
      Agreement

            


    

    


    This Agreement and the other documents
delivered at Closing constitute the full and entire understanding and agreement
between the parties with respect to the subject matter hereof and supersede all
prior agreements with respect to the subject matter of this
Agreement.

    


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

     

    
      ROTOBLOCK
CORPORATION

       

       

      
        By:
/s/ Mariya Petrovska,
Corporate Secretary

      

    

    


    


    LIU

    


    /s/
Chien Chih- Liu

     

     

     

      


      Asset
Purchase and Balance Sheet Enhancement Agreement- Page
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