EcoEmissions Solutions, Inc. - Exhibit 10.6 - Filed by newsfilecorp.com





 



		
	 	
 

       

       

       

       

       

       

      ASSET PURCHASE AGREEMENT 

      AMONG 

      ECOEMISSIONS SOLUTIONS, INC.,

      ECOEMISSIONS SYSTEMS NV, INC.

       AND 

      ECOEMISSIONS SYSTEMS, INC.

      August 31, 2010







ASSET PURCHASE AGREEMENT 

This Asset Purchase Agreement (this "Agreement") is made and
entered into as of August 31, 2010, by and among ECOEMISSIONS SOLUTIONS,
INC., a publicly-owned Delaware Corporation, (“Solutions” or “ECMZ”),
ECOEMISSIONS SYSTEMS NV, INC., a Nevada corporation to be formed (the
“Purchaser”), and , ECOEMMISSIONS SYSTEMS INC., a privately-owned Nevada
corporation (the “Seller” or “Eco”). Eco, the Purchaser and the Seller are
referred to herein individually as a “Party” and collectively as the “Parties.”


RECITALS 

WHEREAS, the Seller is in the business of selling a
proven emissions-reducing Catalyst Injection SystemTM (CISTM) offers a global
solution for diesel engines used in heavy industry and large marine applications
around the world. The pre-combustion system (the only patented system of its
type in the world), injects a platinum-based catalyst (nano) solution into
diesel engine cylinders producing a more complete burn of the diesel fuel the
“Environmental Business”);

WHEREAS, the Purchaser is a wholly-owned subsidiary of
EcoEmissions Solutions Inc.; and 

WHEREAS, the Seller desires to sell and Purchaser
desires to purchase all of the Seller’s right, title and interest in the
Environmental Business and the related assets and services as provided herein,
pursuant to the terms and conditions set forth herein; 

NOW, THEREFORE, in consideration of the premises and the
mutual promises made in this Agreement, and for other good and valuable
consideration, the sufficiency and receipt of which are hereby acknowledged, the
Parties agree as follows. 

	1.0 	 DEFINITIONS

		 For purposes of this Agreement and the Acquisition Documents,
        the capitalized terms shall have the meanings set forth below:



	 	1.1. 	
      “Acquired Assets” means all right, title and interest of
      the Seller tangible and intangible including the documentation concerning
      those assets as of the Closing Date,

	 	 	 
	 	1.2. 	
      “Acquisition Documents” means this Agreement and all
      transfer documents, assumption agreements or other documents or agreements
      related to the consummation of the transactions contemplated in this
      Agreement.

	 	 	 
	 	1.3. 	
      “Affiliate” has the meaning set forth in Rule 12b-2 of
      the regulations promulgated under the Securities Exchange Act of 1934, as
      amended.

	 	 	 
	 	1.4. 	
      “Agreement” has the meaning set forth in the
    Preface.

	 	 	 
	 	1.5. 	
      “Assumed Liabilities” means all of the obligations,
      contracts, agreements, and Liabilities of the Seller.

	 	 	 
	 	1.6. 	
      “Closing” means the closing of the transactions
      contemplated by this Agreement.

	 	 	 
	 	1.7. 	
      “Closing Date” means August 31,
2010.




	Eco Asset Purchase Agreement 	August 31, 2010 	Page 1 of 15 







	 	1.8. 	
      “Code” means the Internal Revenue Code of 1986, as
      amended.

	 	 	 
	 	1.9. 	
      “Effective Time” has the meaning set forth in Section
      2.4.

	 	 	 
	 	1.10. 	
      “Knowledge” means actual knowledge.

	 	 	 
	 	1.11. 	
      “Liability” means any liability (whether known or
      unknown, asserted or unasserted, absolute or contingent, accrued or
      unaccrued, liquidated or unliquidated, or due or to become due), including
      any liability for taxes.

	 	 	 
	 	1.12. 	
      “Environmental Business” has the meaning set forth in the
      Recitals.

	 	 	 
	 	1.13. 	
      “Party” has the meaning set forth in the
  Preface.

	 	 	 
	 	1.14. 	
      “Person” means an individual, a partnership, a limited
      liability company, a corporation, an association, a joint stock company, a
      trust, a joint venture, an unincorporated organization, or a Governmental
      Body.

	 	 	 
	 	1.15. 	
      “Preface” means the first paragraph of this
    Agreement.

	 	 	 
	 	1.16 	
      “Preferred Stock” means the preferred stock of
      EcoEmissions Solutions, Inc. which is convertible into 40,000,000 million
      shares of common stock of EcoEmissions Solutions, Inc. based on the
      completion of certain milestones set forth in the attached
  schedule.

	 	 	 
	 	1.17. 	
      “Purchase Price” has the meaning set forth in Section
      2.3.

	 	 	 
	 	1.18. 	
      “Purchaser” has the meaning set forth in the
    Preface.

	 	 	 
	 	1.19 	
      “Representative” with respect to a particular Person, any
      director, officer, manager, employee, agent, consultant, advisor,
      accountant, financial advisor, legal counsel or other representative of
      such Person.

	 	 	 
	 	1.20. 	
      “Securities Act” means the Securities Act of 1933, as
      amended.

	 	 	 
	 	1.21. 	
      “Seller” has the meaning set forth in the
  Preface.

	 	 	 
	 	1.22. 	
      “Third Party” means any Person who is not a
  Party.

	 	 	 
	 	1.23. 	
      “Transaction” means the actions contemplated within this
      Agreement and the Acquisition Documents.

	 	 	 
	 	1.24. 	
      “Founding Shareholders of ECO” are Tom Crom, Tom Bennett,
      Gary Miller, Brian Slagel, Russ Webster, and Paul
Masson.




	2. 	 BASIC TRANSACTION

	 	 	 
		2.1 	 Purchase and Sale of Assets

			 Upon and subject to the terms and conditions of this
        Agreement, simultaneously with the execution and delivery of this Agreement,
        the Purchaser is purchasing





	Eco Asset Purchase Agreement 	August 31, 2010 	Page 2 of 15 








	 		 from the Seller, and the Seller is selling, transferring,
        conveying, assigning, and delivering to the Purchaser, all of the Acquired
        Assets.

	 	 	 
	 	2.2 	 Assumption of Assumed Liabilities

	 		 Upon and subject to the terms and conditions of this
        Agreement, simultaneously with the execution and delivery of this Agreement,
        the Purchaser is assuming and becoming responsible for the performance
        and satisfaction of the Assumed Liabilities. Certain Assumed Liabilities
        are the subject of separate agreements acknowledging such between Seller,
        Purchaser, and Solutions, which agreements are listed in Schedule A to
        this Agreement, and which are incorporated herein in full.





	 	(a) 	
      Solutions agrees and promises to assume all debt
      obligations of Seller which represent debts that are convertible into
      common shares of Seller, and agrees and acknowledges that such conversion
      obligation of Seller will be assigned to Solutions, who will recognize
      such conversion obligations, on the same terms and under the same
      conditions as Seller, and that any “conversion” under such obligations
      will result in Solutions issuing common stock of Solutions’ stock and
      honoring the conversion obligation of Seller with conversion to stock of
      Solutions. Seller has provided a current schedule of all convertible debt
      to Purchaser and Solutions.




	 	2.3 	 Purchase Price and Payment

	 		 The purchase price for the Acquired Assets shall be:



	 	(a) 	
      Twenty million (20,000,000) shares of Solutions’ common
      stock, par value $0.001 per share and two million (2,000,000) shares of
      Solutions’ preferred stock (the “Shares”) shall be delivered by Solutions
      to the Seller or its designated nominees at the Closing (the “Purchase
      Price”).




	 	(b) 	
      Restrictions on Transfer. The parties acknowledge and
      agree that as of the Closing Date none of the Shares shall be registered
      under U.S. Federal or Blue Sky Laws and are intended to be issued pursuant
      to an exemption therefrom under Rule 506 of Regulation D, Section 4(2) of
      the Securities Act or other applicable exemption, shall be
      “restricted securities” within the meaning of Rule 144 promulgated
      under the Securities Act, and may not be resold, offered for resale,
      transferred, pledged, distributed or otherwise hypothecated unless
      registered under the Securities Act and applicable Blue Sky Laws or exempt
      from such registration under the terms of Rule 144 or otherwise, and the
      Seller receives an opinion of counsel satisfactory to Seller in its
      reasonable discretion to the effect that such registration is not
      required. Each certificate representing any Shares, shall bear a legend
      substantially in the following form:



“THE SECURITIES REPRESENTED HEREBY
HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE “ACT”) OR
APPLICABLE STATE SECURITIES LAWS AND ARE “RESTRICTED SECURITIES” WITHIN THE
MEANING OF RULE 144 UNDER THE ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALE,
SOLD, PLEDGED, ASSIGNED, HYPOTHECATED OR
OTHER-WISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION
FROM SUCH REGISTRATION, PROVIDED THAT THE ISSUER OF THESE SECURITIES SHALL HAVE
FIRST RECEIVED AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE ISSUER TO THE
EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED.” 



	Eco Asset Purchase Agreement 	August 31, 2010 	Page 3 of 15 





	 	(c) 	
      Solutions shall instruct its agent to annotate the
      applicable records to reflect the restrictions on transfer contained in
      this Agreement on the Closing Date with respect to the
  Shares.




	 	2.4 	 The Closing

	 		 The Closing is taking place simultaneously with the
        execution and delivery of this Agreement at the offices of the Purchaser
        and shall be effective as of the date first set forth above (the “Effective
        Time”).

	 	 	 
	 	2.5 	 Deliveries at the Closing

	 		 In addition to any other documents to be delivered under
        other provisions of this Agreement, at the Closing:



	 	(a) 	 The Seller has executed, acknowledged (if
        appropriate) and delivered to the Purchaser:

	 		(i) 	 evidence that the consents listed in Section 7.3 have
        all been obtained;

	 	 	 	 
	 		(ii) 	 a certificate of the Secretary of the Seller certifying
        and attaching all requisite resolutions or actions of the respective boards
        of directors and shareholders of the Seller approving the execution and
        delivery by the Seller of the Acquisition Documents to which they are
        a party and the consummation of the transactions contemplated in such
        Acquisition Documents, and certifying to the incumbency and signatures
        of the officers of the Seller executing the Acquisition Documents and
        any other document relating to the transactions contemplated by this Agreement.

	 	 	 	 
	 	(b) 	 The Purchaser has executed, acknowledged (if
        appropriate), and delivered to the Seller:

	 		(i) 	 a certificate of the Secretary of the Purchaser certifying
        and attaching all requisite resolutions or actions of the Purchaser's
        board of directors approving the execution and delivery of the Acquisition
        Documents to which it is a party and the consummation of the transactions
        contemplated in such Acquisition Documents, and certifying to the incumbency
        and signatures of the officers of the Purchaser executing the Acquisition
        Documents to which it is a party and any other document relating to the transactions
contemplated by this Agreement;





	Eco Asset Purchase Agreement 	August 31, 2010 	Page 4 of 15 







	 	(c) 	Solutions has executed, acknowledged (if appropriate),
      and delivered to the Seller:

	 		(i) 	stock certificates evidencing the Shares, with all necessary
      transfer taxes and other revenue stamps affixed and acquired at the Purchaser’s
      expense;

	 	 	 	 
	 		(ii) 	a certificate of the Secretary of Solutions certifying
      and attaching all requisite resolutions or actions of Solution’s
      board of consummation of the transactions contemplated in such Acquisition
      directors approving the execution and delivery of the Acquisition Documents
      to which it is a party and the Documents, and certifying to the incumbency
      and signatures of the officers of Solutions executing the Acquisition
      Documents to which it is a party and any other document relating to the
      transactions contemplated by this Agreement; and

	 	 	 	 
	 		(iii) 	Provide copy to Seller of notice sent to convertible
      debenture holders on assumption of debenture as written.





	3. 	 REPRESENTATIONS AND WARRANTIES OF THE SELLER

	 	 	 
		 The Seller represents and warrants to the
        Purchaser as follows:

	 	 	 
		3.1 	 Organization and Capitalization of the Seller

			 The Seller is a corporation duly organized, validly
        existing and in good standing under the laws of the State of Nevada. To
        the best of Seller’s knowledge, Seller is duly qualified to conduct
        business as a foreign corporation and is in good standing under the laws
        of each jurisdiction where such qualification is required. The Seller
        has delivered to the Purchaser correct and complete copies of the charter
        and bylaws of the Seller (as amended to date).

	 	 	 
		3.2 	 Authorization of Transaction

			 The Seller has full corporate power and authority to
        execute and deliver the Acquisition Documents to which it is a party and
        to perform its obligations in all respects as required by the Acquisition
        Documents. The board of directors and stockholders of the Seller has duly
        authorized the execution, delivery and performance of the Acquisition
        Documents to which Seller is a party. The Acquisition Documents constitute
        valid and legally binding obligations of the Seller, enforceable in accordance
        with their terms and conditions, in each case subject to bankruptcy, insolvency,
        reorganization, moratorium and similar laws of general application relating
        to or affecting creditors' rights and to general equity principles.

	 	 	 
		3.3 	 Restricted Stock

			 The Seller understands that the Shares are restricted
        stock, which has not been registered with the Securities and Exchange
        Commission, any state securities agency or any foreign securities agency,
        and further, the Stock has not been approved or disapproved by the Securities
        and Exchange Commission, any state securities agency or any foreign securities agency.
        The Purchaser confirms that SEC rule 144 will apply to these shares and
        will undertake to provide information so that future sales of those shares
    may take place under the applicable SEC rules.





	Eco Asset Purchase Agreement 	August 31, 2010 	Page 5 of 15 








	 	3.4 	 Brokers' Fees

	 		 Neither the Seller has any Liability or obligation to
        pay any fees or commissions to any broker, finder, or agent with respect
        to the transactions contemplated in the Acquisition Documents.

	 	 	 
	 	3.5 	 Powers of Attorney

	 		 There are no outstanding powers of attorney executed
        by or on behalf of the Seller that could reasonably be expected to have
        a Seller Material Adverse Effect.





	4. 	 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

	 	 	 
		 The Purchaser represents and warrants to the
        Seller that:

	 	 	 
		4.1 	 Organization of the Purchaser

	 	 	 
			 The Purchaser is a corporation duly organized, validly
        existing, and in good standing under the laws of the jurisdiction of its
        incorporation. To the best of Purchaser’s knowledge, Purchaser is
        duly qualified to conduct business and is in good standing under the laws
        of each jurisdiction where such qualification is required. The Purchaser
        has full corporate power and authority and all licenses, permits, and
        authorizations necessary to carry on the businesses in which it is engaged
        and in which it presently proposes to engage and to own and use the properties
        owned and used by it.

	 	 	 
		4.2 	 Authorization of Transaction

			 The Purchaser has full power and authority (including
        full corporate power and authority) to execute and deliver the Acquisition
        Documents to which it is a party and to perform its obligations thereunder.
        The board of directors of the Purchaser has duly authorized the execution,
        delivery, and performance of the Acquisition Documents to which the Purchaser
        is a party. No approval of the stockholders of the Purchaser is required
        in order for the Purchaser to consummate the transactions contemplated
        by this Agreement. The Acquisition Documents constitute the valid and
        legally binding obligations of the Purchaser, enforceable in accordance
        with their terms and conditions.

	 	 	 
		4.3 	 Brokers' Fees

			 The Purchaser has no Liability or obligation to pay
        any fees or commissions to any broker, finder, or agent with respect to
        the transactions contemplated in the Acquisition Documents.

	 	 	 
	5. 	 REPRESENTATIONS AND WARRANTIES OF SOLUTIONS

	 	 	 
		 Solutions represents and warrants to the Seller
        that:





	Eco Asset Purchase Agreement 	August 31, 2010 	Page 6 of 15 








	 	5.1 	 Organization of the Purchaser

	 		 Solutions is a corporation duly organized, validly existing,
        and in good standing under the laws of the jurisdiction of its incorporation.
        Solutions is duly qualified to conduct business and is in good standing
        under the laws of each jurisdiction where such qualification is required
        except where the lack of such qualification would not have a material
        adverse affect on the business, financial condition, operations or results
        of operations of Solution. Solutions has full corporate power and authority
        and all licenses, permits, and authorizations necessary to carry on the
        businesses in which it is engaged and in which it presently proposes to
        engage and to own and use the properties owned and used by it.

	 	 	 
	 	5.2 	 Authorization of Transaction

	 		 Solutions has full power and authority (including full
        corporate power and authority) to execute and deliver the Acquisition
        Documents to which it is a party and to perform its obligations thereunder.
        The board of directors of Solutions has duly authorized the execution,
        delivery, and performance of the Acquisition Documents to which the Purchaser
        is a party. No approval of the stockholders of Solutions is required in
        order for Solutions to consummate the transactions contemplated by this
        Agreement. The Acquisition Documents constitute the valid and legally
        binding obligations of the Purchaser and Solutions, enforceable in accordance
        with their terms and conditions.

	 	 	 
	 	5.3 	 Capitalization; Ownership of Shares

	 		 The authorized capital stock of Solutions consists of
        250,000,000 authorized shares of common stock, $0.01 par value, and 2,000,000
        authorized shares of preferred stock, $0.001 par value. As of June 30,
        2010: (a) 48,150,000 shares of our Common Stock are issued and outstanding;
        (b) no shares of Solutions’s Preferred Stock are issued and outstanding;
        and (c) no options to acquire any Solutions Common Stock are outstanding.
        The Shares issued to the Seller pursuant to the terms of this Agreement
        will be duly authorized, validly issued, fully paid and non-assessable.
        None of such Shares will be issued to the Seller in violation of any preemptive
        or preferential rights of any Person.

	 	 	 
	 	5.4 	 No Liens on Shares

	 		 The Shares when issued to the Seller pursuant to the
        terms of this Agreement (a) will be free and clear of any liens, restrictions,
        security interests, claims, rights of another, or Encumbrances of any
        kind whatsoever; (b) will not be subject to any outstanding options, warrants,
        calls, or similar rights of any other person to acquire the same; and
        (c) will not be subject to any contractual restrictions on transfer thereof.
        Solutions has the full power and authority to convey, and will convey
        to the Sellers, good and marketable title to the Shares, free and clear
        of all such liens, restrictions, security interests, claims, rights of
        another or Encumbrances of any kind whatsoever.

	 	 	 
	 	5.5 	 Authorization to Convey the Shares

	 		 Solutions has full power and authority to sell, convey,
        assign and transfer the Shares to the Seller and otherwise consummate
        the transactions contemplated by this Agreement. The Seller shall acquire
        good and marketable title to the Shares, free and clear of all Liens.
        The Shares will be legally issued, fully paid and non- assessable and
        shall not be issued in violation of the pre-emptive or other rights of
        any other person. No authorization, approval or consent of any third party
        is required for the lawful execution,
delivery and performance of this Agreement by Solutions. 





	Eco Asset Purchase Agreement 	August 31, 2010 	Page 7 of 15 







	6. 	
      PREFERRED STOCK AND ISSUANCE OF ADDITIONAL STOCK TO
      FOUNDERS UPON ACHIEVEMENT OF PREFERRED STOCK OBJECTIVES

	 	 
		
      Schedule B hereto describes the conditions and gross
      sales objectives whereby the Preferred Stock may be converted into Common
      Stock of Solutions. In the event that each and every one of the conditions
      and gross sales objectives set forth in Schedule B are timely achieved, so
      that all of the Preferred Stock is converted into Solutions Common Stock,
      then Solutions covenants and promises that it shall authorize and issue
      additional shares to the Founding Shareholders of ECO sufficient to cause
      the aggregate shares of Common Stock held by the Founding Shareholders of
      ECO (and including any Common Stock which has been sold, transferred, or
      otherwise disposed of by the Founding Shareholders of ECO following
      execution of this Agreement, but not including any transfer by Seller to
      third parties under the Financing Agreement described below), so that the
      Founding Shareholders shall collectively hold twenty-five percent (25%) of
      the outstanding issued common stock of Solutions. Seller, the Founding
      Shareholders of ECO, and third parties have separately entered into a
      Financing Agreement whereby third parties will provide financing to
      Purchaser under certain conditions, and whereby portions of the Common
      Stock and Preferred Stock transferred to Seller under this Agreement will
      be transferred to such third parties. Seller has disclosed the terms of
      the Financing Agreement to Purchaser and Solutions, and the provisions of
      this paragraph 6 are subject to the division of Common Stock and Preferred
      Stock set forth therein. The parties specifically agree that the
      provisions of this Paragraph 6 may be enforced by specific performance
      and/or injunction.

	 	 
	7. 	
      SOLUTION’S OBLIGATION TO CLOSE

	 	 
		
      The obligation of Purchaser and Solutions to purchase the
      Acquired Assets and to take the other actions required to be taken by
      Purchaser at the Closing is subject to the satisfaction, at or prior to
      the Closing, of each of the following conditions (any of which may be
      waived by Purchaser and Solutions, in whole or in part, in
  writing):




	 	7.1 	 Consents

	 		 Seller will obtain execution of Assumed Liability and
        Consent Agreements to the transactions contemplated by this Agreement
        and the Acquisition documents as set forth in Schedule A hereto.

	 	 	 
	 	7.2 	 Performance of Covenants

	 		 Seller shall have performed, in all material respects,
        all covenants required by this Agreement to be performed by Seller on
        or before the Closing Date.

	 	 	 
	 	7.3 	 Additional Documents

	 		 Each of the following additional documents shall have
        been delivered to Purchaser:



	 	(a) 	
      such bills of sale, assignments and other instruments as
      Seller may be required to execute in order to evidence and effectuate the
      transfer of the Acquired Assets to Purchaser;
and





	Eco Asset Purchase Agreement 	August 31, 2010 	Page 8 of 15 








	 	(b) 	
      such good standing certificates and other similar
      documents as Purchaser and Solutions may reasonably request to ensure that
      the actions required to be taken by Seller at the Closing have been
      properly authorized.




	 	7.4 	
      No Restraints. No injunction or other order preventing
      the consummation of the transactions contemplated by this Agreement shall
      have been issued since the date of this Agreement by any court of
      competent jurisdiction and shall remain in effect; and no Legal
      Requirement that makes consummation of the transactions contemplated by
      this Agreement illegal shall have been enacted or adopted since the date
      of this Agreement and shall remain in effect.




	8. 	
      CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO
      CLOSE

	 	 
		
      Seller's obligation to sell and transfer the Acquired
      Assets to Purchaser and to take the other actions required to be taken by
      Seller at the Closing is subject to the satisfaction, at or prior to the
      Closing, of each of the following conditions (any of which may be waived
      by Seller, in whole or in part, in writing):




	 	8.1 	 Performance of Covenants

	 		 Purchaser shall have performed, in all material
        respects, all covenants required by this Agreement to be performed by
        Purchaser on or before the Closing Date.

	 	 	 	 
	 	8.2 	 Additional Documents

	 		(a) 	 Such good standing certificates and other similar documents
        as Seller may reasonably request to ensure that the actions required to
        be taken by Purchaser at the Closing have been properly authorized.

	 	 	 	 
	 	8.3 	 No Restraints

	 		 No injunction or other order preventing the
        consummation of the transactions contemplated by this Agreement shall
        have been issued since the date of this Agreement by any court of competent
        jurisdiction and shall remain in effect; and no Legal Requirement that
        makes consummation of the transactions contemplated by this Agreement
        illegal shall have been enacted or adopted since the date of this Agreement
        and shall remain in effect.





	9. 	 POST-CLOSING COVENANTS

	 	 	 
		 The Parties agree with respect to the period
        following the Closing:

	 	 	 
		9.1 	 General; Access

			 If at any time after the Closing, any further action
        is necessary or desirable to carry out the purposes of the Acquisition
        Documents, each of the Parties will take such further action (including
        the execution and delivery of such further instruments and documents)
        as any other Party may reasonably request, all at the sole cost and expense
        of the requesting Party (unless the requesting Party is entitled to indemnification
        therefor).

	 	 	 
		9.2 	 Tax Matters

			 The following provisions shall govern the allocation
        of responsibility as between the Purchaser and the Seller for certain
        tax matters following the Closing Date:





	Eco Asset Purchase Agreement 	August 31, 2010 	Page 9 of 15 








	 	(a) 	
      The Purchaser and the Seller shall cooperate fully, as
      and to the extent reasonably requested by the other, in connection with
      the filing of Tax Returns and any audit, litigation or other proceeding
      with respect to Taxes. Such cooperation shall include the retention and
      (upon the other's reasonable request) the provision of records and
      information which are reasonably relevant to any such audit, litigation or
      other proceeding and making employees available on a mutually convenient
      basis to provide additional information and explanation of any material
      provided. The Seller and the Purchaser agree (i) to retain all books and
      records with respect to Tax matters relating to any taxable period
      beginning before the Closing Date until the expiration of the statute of
      limitations (and, to the extent notified by the Purchaser or the Seller,
      any extensions thereof) of the respective taxable periods, and to abide by
      all record retention agreements entered into with any taxing authority,
      and (ii) to give the other reasonable written notice prior to
      transferring, destroying or discarding any such books and records and, if
      the party so requests, to allow the other party to take possession of such
      books and records.




	 	9.3 	 SEC Reports

	 		 Seller will: (i) promptly deliver to the Purchaser a
        copy of each report or other document filed with the SEC on behalf the
        Seller during the Pre- Closing Period; and (ii) seek the prior approval
        of the Purchaser prior to filing any current reports with the SEC disclosing
        the Transaction.





	10. 	 ARBITRATION

	 	 	 
		10.1 	 Survival

			 Subject to Section 9, all representations, warranties,
        covenants and agreements set forth in this Agreement or in any writing
        delivered in connection with this Agreement will survive the Closing Date
        and the consummation of the transactions contemplated hereby and will
        not be affected by any examination made for or on behalf of the Purchaser
        or Solutions, the Knowledge of any of its officers, directors, stockholders,
        employees or agents, or the acceptance of any certificate or other writing.

	 	 	 
		10.2 	 Arbitration. Waiver of Jury Trial

			 Any dispute among any of the Parties arising out of
        or in connection with this Agreement shall be settled by arbitration under
        the Rules of the American Arbitration Association for Commercial Disputes
        and shall be placed on an expedited or fast track basis. The number of
        arbitrators shall be one (1) if all parties to the dispute agree on the
        arbitrator. If there is a disagreement on selection of a sole arbitrator,
        the number of arbitrators then shall be three (3), with the arbitrators
        to be appointed in accordance with the Rules from a panel of arbitrators
        in Phoenix, Arizona. The place of arbitration shall be in Phoenix, Arizona,
        and each Party hereby irrevocably agrees to submit to and not contest
        personal jurisdiction. The arbitral award shall state the reasons for
        the award, and attorneys’ fees shall be awarded to the prevailing
        party as determined by the arbitrator(s). Judgment upon the award rendered
        by the arbitrator(s) may be entered in any court having jurisdiction thereof,
        and shall be binding on the parties hereto. Each Party irrevocably waives
to the extent permitted by law, all rights to trial by jury and all rights to
immunity by sovereignty or otherwise in any action, proceeding or counterclaim
arising out of or relating to this Agreement. 





	Eco Asset Purchase Agreement 	August 31, 2010 	Page 10 of 15 







	11.0 	 MISCELLANEOUS

	 	 	 
		11.1 	 No Third Party Beneficiaries

			 This Agreement shall not confer any rights or remedies
        upon any Person other than the Parties and their respective successors
        and permitted assigns.

	 	 	 
		11.2 	 Entire Agreement

			 This Agreement and the other Acquisition Documents (including
        the documents referred to herein) constitute the entire agreement between
        the Parties and supersedes any prior understandings, agreements, or representations
        by or between the Parties, written or oral, to the extent they related
        in any way to the subject matter hereof. The Parties specifically agree
        that the Stock Exchange Agreement, dated July 3, 2009, by and between
        Resource Group, Inc. (referred to herein as “Solutions”), Seller,
        and the Founding Shareholders of ECO, is terminated in full, is fully
        replaced by this Agreement and related agreements, and is of no further
        force and effect.

	 	 	 
		11.3 	 Succession and Assignment

	 	 	 
			 This Agreement shall be binding upon and inure to the
        benefit of the Parties and their respective successors and permitted assigns.
        No Party may assign either this Agreement or any of its rights, interests,
        or obligations hereunder without the prior written approval of the other
        Party; provided, however, that the Purchaser may (i) assign any or all
        of its rights and interests hereunder to one or more of its Affiliates,
        and (ii) designate one or more of its Affiliates to perform its obligations
        hereunder (in any or all of which cases the Purchaser nonetheless shall
        remain responsible for the performance of all of its obligations hereunder.

	 	 	 
		11.4 	 Counterparts

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

	 	 	 
		11.5 	 Headings

			 The section headings contained in this Agreement are
        inserted for convenience only and shall not affect in any way the meaning
        or interpretation of this Agreement.

	 	 	 
		11.6 	 Notices

			 All notices, requests, demands, claims, and other communications
        hereunder will be in writing. Any notice, request, demand, claim, or other
        communication hereunder shall be deemed duly given if (and then two business
        days after) it is sent by registered or certified mail, return receipt
        requested, postage prepaid, and addressed to the intended recipient.





	Eco Asset Purchase Agreement 	August 31, 2010 	Page 11 of 15 








	 	11.7 	 Governing Law

	 		 This Agreement shall be governed by and construed in
        accordance with the domestic laws of the State of Arizona without giving
        effect to any choice or conflict of law provision or rule (whether of
        the State of Arizona or any other jurisdiction) that would cause the application
        of the laws of any jurisdiction other than the State of Arizona.

	 	 	 
	 	11.8 	 Amendments and Waivers

	 		 No amendment of any provision of this Agreement shall
        be valid unless the same shall be in writing and signed by the Purchaser
        and the Seller. No waiver by any Party of any default, misrepresentation,
        or breach of warranty or covenant hereunder, whether intentional or not,
        shall be deemed to extend to any prior or subsequent default, misrepresentation,
        or breach of warranty or covenant hereunder or affect in any way any rights
        arising by virtue of any prior or subsequent such occurrence.

	 	 	 
	 	11.9 	 Severability

	 		 Any term or provision of this Agreement that is invalid
        or unenforceable in any situation in any jurisdiction shall not affect
        the validity or enforceability of the remaining terms and provisions hereof
        or the validity or enforceability of the offending term or provision in
        any other situation or in any other jurisdiction.

	 	 	 
	 	11.10 	 Expenses

	 		 Each of the Purchaser and the Seller will bear its own
        costs and expenses (including legal and accounting fees and expenses)
        incurred in connection with this Agreement and the transactions contemplated
        herein; provided, that any sales Tax, use Tax, documentary stamp Tax or
        similar Tax attributable to the sale or transfer of the Acquired Assets
        shall be paid by the Purchaser.

	 	 	 
	 	11.11 	 Construction

	 		 The Parties have participated jointly in the negotiation
        and drafting of this Agreement. In the event an ambiguity or question
        of intent or interpretation arises, this Agreement shall be construed
        as if drafted jointly by the Parties and no presumption or burden of proof
        shall arise favoring or disfavoring any Party by virtue of the authorship
        of any of the provisions of this Agreement. Any reference to any federal,
        state, local, or foreign statute or law shall be deemed also to refer
        to all rules and regulations promulgated thereunder, unless the context
        requires otherwise. The word "including" shall mean including without
        limitation. The Parties intend that each representation, warranty, and
        covenant contained herein shall have independent significance. If any
        Party has breached any representation, warranty, or covenant contained
        herein in any respect, the fact that there exists another representation,
        warranty, or covenant relating to the same subject matter (regardless
        of the relative levels of specificity) which the Party has not breached
        shall not detract from or mitigate the fact that the Party is in breach
        of the first representation, warranty, or covenant. References to the
        singular shall include the plurals and vice versa.

	 	 	 
	 	11.12 	 Incorporation of Exhibits and Schedules

	 		 The Exhibits, Glossary of Terms, and Schedules identified
        in this Agreement are incorporated herein by reference and made a part
        hereof.





	Eco Asset Purchase Agreement 	August 31, 2010 	Page 12 of 15 








	 	11.13 	 Specific Performance

	 		 Each of the Parties acknowledges and agrees that the
        other Party would be damaged irreparably in the event any of the provisions
        of this Agreement are not performed in accordance with their specific
        terms or otherwise are breached. Accordingly, each of the Parties agrees
        that the other Party shall be entitled to an injunction or injunctions
        to prevent breaches of the provisions of this Agreement and to enforce
        specifically this Agreement and the terms and provisions hereof in any
        action instituted in any court of the United States or any state thereof
        having jurisdiction over the Parties and the matter, in addition to any
        other remedy to which it may be entitled, at law or in equity.



The Parties hereto irrevocably agree and consent that all
disputes concerning this Agreement or any claim or issue of any nature (whether
brought by the Parties hereto or by any other person whatsoever) arising from or
relating to this Agreement or to the corporate steps taken to enter into it
(including, without limitation, claims for alleged fraud, breach of fiduciary
duty, breach of contract, tort, etc.) which cannot be resolved within reasonable
time through discussions between the opposing entities, shall be resolved solely
and exclusively by means of arbitration to be conducted in Phoenix, Arizona
which arbitration will proceed in accordance with the rules of the American
Arbitration Association (or any successor organization thereto) then in force
for resolution of commercial disputes.

IN WITNESS WHEREOF, the Parties hereto have executed
this Asset Purchase Agreement as of the date first above written. 

	ECOEMISSIONS SYSTEMS, INC. 	ECOEMISSIONS SOLUTIONS, INC. 
	  	  
	  	  
	  	  
	By: signed Thomas L. Crom                
       	By: signed Larry N. Lorenz                         
       
	Name: Thomas L. Crom 	Name: Larry N. Lorenz 
	Title: President 	Title: President 
	  	  
	ECOEMISSIONS SYSTEMS, INC. 	ECOEMISSIONS SYSTEMS NV, INC. 
	  	  
	  	  
	By: signed Thomas Bennett                
       	By: signed Larry N. Lorenz                           
	Name: Thomas Bennett 	Name: Larry N. Lorenz 
	Title: Vice President 	Title: Director 
	  	  
	  	  
	ECOEMISSIONS SYSTEMS, INC 	  
	  	  
	  	  
	By: signed Gary Miller                        
       	  
	Name: Gary Miller 	  
	Title: Vice President 	  




	Eco Asset Purchase Agreement 	August 31, 2010 	Page 13 of 15 







Schedule A

Assumed Liability and Consent Agreements 

Tom Crom

  Tom Bennett 

  Gary Miller

  Brian Slagel

  Russ Webster 

  Paul Masson 

  David Rodgers

  Gordon Pardy

  Epro LLC. 

  



	Eco Asset Purchase Agreement 	August 31, 2010 	Page 14 of 15 





Schedule B 

All preferred shares will expire in seven (7) years unless
otherwise converted Preferred Share conversion-Sales 

	 	1. 	
      Once the gross sales of Eco have reached or exceeded $3
      million ($3,000,000), the then holders of the Preferred shares shall be
      entitled to convert such preferred shares into Five Million (5,000,000)
      common shares of ECMZ.

	 	 	 
	 	2. 	
      Once the gross sales of Eco have reached or exceeded $10
      million ($10,000,000), the then holders of the Preferred shares shall be
      entitled to convert an additional such preferred shares into Five Million
      (5,000,000) common shares of ECMZ.

	 	 	 
	 	3. 	
      Once the gross sales of Eco have reached or exceeded $20
      million ($20,000,000), the then holders of the Preferred shares shall be
      entitled to convert an additional such preferred shares into Five Million
      (5,000,000) common shares of ECMZ.

	 	 	 
	 	4. 	
      Once the gross sales of Eco have reached or exceeded $30
      million ($30,000,000), the then holders of the Preferred shares shall be
      entitled to convert an additional such preferred shares into Five Million
      (5,000,000) common shares of ECMZ.



Part B Voluntary conversion

  Preferred Share Release/Conversion Schedule -Technical 

	 	1. 	
      Following the successful testing of the new delivery unit
      (post turbo) and confirmation of readiness for production, and the
      preparation of patent submission material, the then holders of the
      Preferred shares shall be entitled to convert such shares into Two Million
      Five Hundred Thousand (2,500,000) common shares of ECMZ;

	 	 	 
	 	2. 	
      Upon documented description of modifications to the new
      catalyst confirming the elimination of rhodium, or, if removal is not
      practical, a sufficiently enhanced and differentiated design modification
      which will improve quality and reduce cost, such that the modifications
      and processes can be submitted for patent approval, the then holders of
      the Preferred shares shall be entitled to convert a further shares into
      Two Million Five Hundred Thousand (2,500,000) common shares of
  ECMZ;

	 	 	 
	 	3. 	
      Upon completion of the final generation unit allowing the
      injection of the catalyst directly into the engine completely post-turbo,
      and the preparation of the associated documentation for the purposes of
      preparing applicable patent application(s), the then holders of the
      Preferred shares shall be entitled to convert of such shares into Five
      Million (5,000,000) common shares of ECMZ; and

	 	 	 
	 	4. 	
      Upon receipt of appropriate product verification and
      certification from a governmental agency, the then holders of the
      Preferred shares shall be entitled to convert such shares into Five
      Million (5,000,000) common shares of ECMZ.





	Eco Asset Purchase Agreement 	August 31, 2010 	Page 15 of 15