Unassociated Document


    Execution
Version

    


    ASSET
PURCHASE AGREEMENT

    


    dated as
of August 10, 2009

    


    between

    


    DAEWOO
SHIPBUILDING & MARINE ENGINEERING CO., LTD.

    


    and

    


    DEWIND
LTD.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    ASSET
PURCHASE AGREEMENT

     

    ASSET
PURCHASE AGREEMENT, dated as of August 10, 2009 (the “Agreement”), between Daewoo
Shipbuilding & Marine Engineering Co., Ltd., a Korean corporation (“Buyer”) and DeWind Ltd., a UK
private limited company (“Seller”).

     

    WHEREAS,
Seller owns certain assets relating to the manufacture, sale or use of the D6,
D8 and D8.2 wind turbines (each, a “Turbine” and collectively, the
“Turbines”);
and

     

    WHEREAS,
the parties desire that Seller sell, assign, transfer, convey and deliver to
Buyer, and that Buyer purchase and acquire from Seller, all of the right, title
and interest of Seller in and to the Turbine Assets (as hereinafter
defined).

     

    NOW,
THEREFORE, in consideration of the foregoing premises and the respective
representations and warranties, covenants and agreements contained herein, the
parties hereto agree as follows:

     

    ARTICLE
I

     

    PURCHASE
AND SALE

     

    1.1              Purchase and Sale of the
Turbine Assets. Upon the terms and subject to the conditions of this
Agreement, at the Closing (as defined in Section 2.1 herein), Seller shall
sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase,
acquire and accept from Seller, free and clear of liens (other than Permitted
Liens (as defined below)), the entire right, title and interest of Seller in, to
and under (a) all of the assets, properties and rights of every kind and
description listed in Schedule 1.1 and (b) that certain lease agreement with
DEWI-OCC Offshore and Certification Centre GmbH dated June 29, 2006 for the
Turbine located in Cuxhaven, Germany (the “Lease”) (all of the foregoing
assets collectively, “Turbine
Assets”).

     

    1.2              No Acquisition of Other
Seller Assets. Seller is not selling, and Buyer is not purchasing, any
assets of Seller other than the Turbine Assets pursuant to this
Agreement.  All other Seller assets shall be retained by
Seller.

     

    1.3              Assumed Liabilities.
Upon the terms and subject to the conditions of this Agreement, Buyer shall
assume effective as of the Closing, and from and after the Closing Buyer shall
pay, discharge or perform when due, as appropriate, only the contractual
obligations that arise after the Closing under the Lease (the “Assumed Liabilities”), provided that
Buyer will have no obligation for liabilities under the Lease resulting from
Seller’s breach of the Lease, which liabilities shall remain the obligation of
Seller.  Buyer will not assume any liabilities or obligations of
Seller other than the Assumed Liabilities.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    1.4              Purchase
Price.  The consideration to be paid by Buyer to Seller for the
Turbine Assets shall be $3,000,000 (the “Purchase
Price”).  This Purchase Price includes all payments of the
European Union Value Added Tax or any other tax (each a “Tax”) that may apply to the
sale of the Turbine Asset.  Buyer and Seller agree to deduct from the
Purchase Price the amount required to pay for all such applicable
Taxes.  Buyer shall pay the Purchase Price in immediately available
funds on the Closing Date (defined below).

     

    1.5              Intellectual Property
License.

     

    (a)           In
consideration of Buyer’s purchase of the Turbine Assets under this Agreement,
Seller shall terminate, simultaneous with the Closing, all its license rights
granted under that certain Asset Purchase Agreement between Seller and DeWind,
Inc., dated September 30, 2008 (the “Prior
License”).  Seller shall take all actions on or prior to the
Closing Date to terminate its rights under the Prior License.

     

    (b)           In
consideration of Seller’s sale of the Turbine Assets to Buyer, Buyer grants
Seller a perpetual (subject to Section 1.5(c)), non-exclusive, royalty free
license (the “Turbine
License”) to use all of the intellectual property previously granted
under the Prior License*** (the “Licensed IP”).***

     

    (c)           ***

     

    1.6              Allocation.  As
soon as reasonably practicable following the Closing, Seller shall deliver to
Buyer, after consultation with, and approval of, Buyer, an allocation statement
setting forth Seller’s allocation of the Purchase Price for tax purposes
pursuant to Section 1060 of the Internal Revenue Code of 1986 (the “Code”) and any other
applicable tax Laws (the “Allocation
Statement”).  Except as otherwise required by Law, Buyer and
Seller shall file all tax returns in a manner that is consistent with the
Allocation Statement and refrain from taking any action inconsistent
therewith.

     

    
      *** This
material has been omitted pursuant to a request for confidential treatment and
filed separately with the Securities and Exchange Commission.

       

    

    
      
         


      

      
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    1.7              Permitted
Liens.  As used herein, “Permitted Liens” means (a)
liens for current real or personal property taxes not yet due and payable or
which are being contested in good faith by Seller or its affiliates, in either
case, with respect to which the Seller maintains adequate reserves,
(b) workers’, carriers’ and mechanics’ or other like liens incurred in the
ordinary course of Seller’s business with respect to which payment is not due
and that do not impair the conduct of Seller’s business or the present or
proposed use of the affected property, (c) any deposits or pledges to secure the
payment of worker’s compensation, unemployment insurance or other social
security benefits or obligations, or public or statutory obligations of a like
general nature incurred in the ordinary course of business, (d) any statutory
liens for utility assessments or other charges or assessments, in each case,
arising in the ordinary course of business with respect to a liability that is
not yet due or delinquent or which is being contested in good faith by Seller or
its affiliates, (e) any liens securing bids, tenders, contracts (other than
contracts for the payment of money), leases, statutory obligations, surety or
appeal bonds, bid or performance bonds or other obligations of a like general
nature incurred in the ordinary course of business, including the bond (the
“Lease Bond”) and other
liens or charges (the “Lease
Liens”) incurred to secure performance by Seller under the Lease, (f) any
liens arising out of judgments or awards so long as an appeal or proceeding for
review is being prosecuted in good faith and for the payment of which adequate
reserves, bonds or other security have been provided or are fully covered by
insurance, (g) any security interest, lien or right in favor of any vendor of
tangible personal property (including any tangible personal property financed
with purchase money and any capital leases), (h) imperfections or irregularities
of title and other liens that would not, individually or in the aggregate,
materially detract from the value of the assets to which they attach, (i)
zoning, planning, and other similar limitations and restrictions, all rights of
any Governmental Entity (as defined below) to regulate a property, (i) any lien
set forth in any franchise or governing ordinance under which any portion of
Seller’s business is conducted, (j) all rights of condemnation, eminent domain
or other similar rights of any person, (k) any lien to be released on or prior
to, or as a result of, Closing, (l) any license agreement governing use of the
Seller’s current accounting software (the “Accounting Software”), and (m)
any other lien which does not materially interfere with Seller’s use of the
Turbine Assets.

     

    1.8              Termination.  This
Agreement shall immediately and automatically, without any further action from
any other person, terminate upon the termination of that certain Asset Purchase
Agreement between Buyer, DeWind, Inc. and Composite Technology Corporation,
dated August 10, 2009 (the “DeWind, Inc. APA”) in
accordance with its terms.  In the event of termination of this
Agreement as provided in this Section 1.8, this Agreement shall immediately
become null and void and there shall be no further obligations on the part of
Seller or Buyer; provided that such
termination will not relieve a party in breach of this Agreement from any
liability to the other party for such breach.

     

    ARTICLE
II

     

    CLOSING

     

    2.1              Closing
Date.  The closing of the transactions contemplated by this
Agreement (the “Closing”) shall take place at
the offices of Milbank, Tweed, Hadley & McCloy LLP, 601 S. Figueroa St., Los
Angeles, CA 90017, simultaneously with, or as soon as possible after, the
closing of the transactions contemplated by the DeWind, Inc. APA (unless another
time and/or place is agreed to in writing by the parties). The date on which the
Closing occurs is referred to in this Agreement as the “Closing
Date.”


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    2.2              Ancillary
Agreements.  On or prior to the Closing Date (i) the Seller
shall deliver, in a form reasonably satisfactory to the Buyer, evidence of the
termination by the Seller of the Prior License and acceptance of such
termination by DeWind, Inc. and (ii) Seller and Buyer shall execute or deliver,
and file as necessary, such other documents as are (a) necessary to complete the
transactions contemplated herein, or (b) reasonably requested by either party,
including (x) a Bill of Sale, and such other good and sufficient instruments of
transfer as Buyer reasonably deems necessary and appropriate to vest in Buyer
all right, title and interest in, to and under the Turbine Assets and (y) such
other good and sufficient instruments as Seller reasonably deems necessary and
appropriate to relieve Seller of its obligations with respect to the Assumed
Liabilities (the “Ancillary
Agreements”).

     

    2.3              Delivery of Turbine
Assets.  Title to the Turbine Assets passes to Buyer as of the
Closing.  All information capable of electronic transmission will be
transmitted to Buyer in such manner.*** Without limiting the foregoing,
Buyer shall allow Seller the use of the Accounting Software and the server on
which such software is installed for 90 days after the Closing
Date.

     

    ARTICLE
III

     

    REPRESENTATIONS
AND WARRANTIES OF SELLER

     

    Seller
represents and warrants to Buyer as of the date hereof and as of the Closing
Date that the statements contained in this Article III are true and
correct.

     

    3.1              Organization and Good
Standing.  Seller is duly formed, validly existing and in good
standing under the laws of the jurisdiction in which it is formed and has full
corporate power and authority to own, lease and operate the Turbine
Assets.  Seller is duly qualified and licensed as a foreign
corporation to do business, and is in good standing in each jurisdiction where
the ownership or operation of the Turbine Assets makes such qualification
necessary.  Seller is not in default under its charter
documents.

     

    3.2              Authority and
Enforceability.  Seller has the requisite power and authority
to enter into this Agreement and the Ancillary Agreements and to consummate the
transactions contemplated hereby.  The execution and delivery of this
Agreement and each of the Ancillary Agreements and the consummation of the
transactions contemplated hereby have been duly authorized by all necessary
corporate action on the part of Seller.  Seller has duly executed and
delivered this Agreement.  Assuming due authorization, execution and
delivery by Buyer, this Agreement constitutes the valid and binding obligation
of Seller, enforceable against it in accordance with its terms, except as such
enforceability may be limited by (i) bankruptcy, insolvency, reorganization,
moratorium or other similar Laws affecting or relating to creditors’ rights
generally and (ii) the availability of injunctive relief and other equitable
remedies.  “Law” means any statute, law
(including common law), constitution, treaty, ordinance, code, order, decree,
judgment, rule, regulation and any other binding requirement or determination of
any government, official or other regulatory, administrative or judicial
authority (each a “Governmental
Entity”).

     

    
      *** This
material has been omitted pursuant to a request for confidential treatment and
filed separately with the Securities and Exchange
Commission.


    

    
      
         


      

      
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    3.3              No Conflicts;
Consents.  The execution and delivery of this Agreement by
Seller, the execution and delivery of each Ancillary Agreement by Seller, the
performance by Seller of its obligations hereunder and thereunder and the
consummation by Seller of the transactions contemplated hereby and thereby (in
each case, with or without the giving of notice or lapse of time, or both), will
not, directly or indirectly, (i) violate the provisions of any of the charter
documents of Seller, (ii) violate or conflict with any Law applicable to Seller,
or (iii) give any Governmental Entity or other person the right to exercise any
remedy or obtain any relief under any such Law that will have the effect of
revoking or otherwise modifying any rights of Buyer hereunder.  No
authorization or order of, registration, declaration or filing with, or notice
to, any Governmental Entity or other person, is required by or with respect to
Seller in connection with the execution and delivery of this Agreement and the
Ancillary Agreements and the consummation of the transactions contemplated
hereby and thereby, in each case, except for such authorizations, orders,
registrations, declarations, filings and notices which in the aggregate are not
material and except for any authorizations or notices that may be required in
connection with the Accounting Software.

     

    3.4              Title to Turbine
Assets.  Seller owns all the Turbine Assets and has good title
to all Turbine Assets.  All of the Turbine Assets are free and clear
of any liens (other than Permitted Liens).  There are no pending or,
to Seller’s knowledge, threatened claims, proceedings or litigation against
Seller regarding the Turbine Assets.  To Seller’s knowledge, none of
the Turbine Assets are subject to any Permitted Liens, except for the Lease
Bond, the Lease Liens, any license agreement governing use of the Accounting
Software, and those other encumbrances set forth in Schedule 3.4.

     

    3.5              Condition of Turbine
Assets.  All Turbine Assets that are tangible property are
structurally sound, are in the operating condition of prototype equipment
(subject to normal wear and tear), are usable as prototype equipment and conform
to all Laws and authorizations relating to their construction, use and operation
as prototype equipment.  There are no facts or conditions affecting
such Turbine Assets that could interfere in any material respect with the use or
operation of the Turbine Assets as prototype equipment as used or operated as
for the 12 months preceding the date of this Agreement.

     

    3.6              Lease.  Seller
has complied with and is in compliance with, and to Seller’s knowledge, all
other parties thereto have complied with and are in compliance with, the
provisions of the Lease in all material respects.

     

    3.7              Employees.  Seller
has no employees.

     


    
      
         


      

      
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    3.8              Completeness of
Disclosure. No representation or warranty by Seller in this Agreement,
and no statement made by Seller in the Ancillary Agreements or any certificate
or other document furnished or to be furnished to Buyer pursuant hereto, when
taken together, contains or will at the Closing contain any untrue statement of
a material fact or omits or will omit to state a material fact required to be
stated herein or therein or necessary to make any statement herein or therein
not misleading.  Except as specifically set forth in this Agreement,
there are no facts or circumstances of which Seller is aware that have had or
could be expected to have, individually or in the aggregate, a material adverse
effect on the Turbine Assets.

     

    ARTICLE
IV

     

    REPRESENTATIONS
AND WARRANTIES OF BUYER

     

    Buyer
represents and warrants to Seller as of the date hereof and as of the Closing
Date that the statements contained in this Article IV are true and
correct.

     

    4.1              Organization and Good
Standing.  Buyer is a corporation duly organized, validly
existing and in good standing under the Laws of the jurisdiction of its
incorporation and has the full corporate power to own, lease and operate its
properties and to carry on its business as now being conducted.  Buyer
is not in default under its charter documents.

     

    4.2              Authority and
Enforceability.  Buyer has the requisite corporate power and
authority to enter into this Agreement and the Ancillary Agreements to which it
is a party and to consummate the transactions contemplated hereby and
thereby.  The execution and delivery of this Agreement and the
Ancillary Agreements to which Buyer is a party and the consummation of the
transactions contemplated hereby and thereby have been duly authorized by all
necessary corporate action on the part of Buyer.  This Agreement has
been, and the Ancillary Agreements to which Buyer is a party will be, duly
executed and delivered by Buyer and, assuming due authorization, execution and
delivery by Seller, constitutes the valid and binding obligations of Buyer,
enforceable against it in accordance with their respective terms, except as such
enforceability may be limited by (a) bankruptcy, insolvency, reorganization,
moratorium or other similar Laws affecting or relating to creditors’ rights
generally, and (b) the availability of injunctive relief and other equitable
remedies.

     

    4.3              No Conflicts;
Consents.  The execution and delivery of this Agreement by
Buyer do not, and the execution and delivery of the Ancillary Agreements to
which Buyer is a party and the consummation of the transactions contemplated
hereby and thereby (in each case, with or without the giving of notice or lapse
of time, or both) will not, directly or indirectly, (i) violate the provisions
of any of the charter documents of Buyer, (ii) violate any Law of any
Governmental Entity applicable to Buyer on the date hereof, or (iii) give any
Governmental Entity or other person the right to exercise any remedy or obtain
any relief under any such Law that will have the effect of revoking or otherwise
modifying any rights of Seller hereunder.  No authorization or order
of, registration, declaration or filing with, or notice to, any Governmental
Entity or other person, is required by or with respect to Buyer in connection
with the execution and delivery of this Agreement and the Ancillary Agreements
to which it is a party and the consummation of the transactions contemplated
hereby and thereby, in each case, except for such authorizations, orders,
registrations, declarations, filings and notices which in the aggregate are not
material.


    
      
         


      

      
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    4.4              Availability of
Funds.  Buyer has cash available or has existing borrowing
facilities which together are sufficient to enable it to consummate the
transactions contemplated by this Agreement.

     

    4.5              Completeness of
Disclosure. No representation or warranty by Buyer in this Agreement, and
no statement made by Buyer in the Ancillary Agreements or any certificate or
other document furnished or to be furnished to Seller pursuant hereto, when
taken together, contains or will at the Closing contain any untrue statement of
a material fact or omits or will omit to state a material fact required to be
stated herein or therein or necessary to make any statement herein or therein
not misleading.

     

    ARTICLE
V

     

    COVENANTS
OF SELLER

     

    5.1              Confidentiality. From
and after the Closing Date, Seller will, and will cause its affiliates to, hold,
and will use its commercially reasonable efforts to cause their respective
representatives to hold, in confidence any and all information, whether written
or oral, concerning the Turbine Assets, except to the extent that Seller can
show that such information (a) is in the public domain through no fault of
Seller or any of its affiliates or their respective representatives or (b) is
lawfully acquired by Seller or any of its affiliates after the Closing Date from
sources that are not prohibited from disclosing such information by a legal,
contractual or fiduciary obligation.  If Seller or any of its
affiliates or representatives is compelled to disclose any such information by
judicial or administrative process or by other requirements of Law, Seller shall
promptly notify Buyer in writing and shall disclose only that portion of such
information that Seller is advised by its counsel is legally required to be
disclosed; provided that Seller shall
exercise its commercially reasonable efforts to obtain an appropriate protective
order or other reasonable assurance that confidential treatment will be accorded
such information.

     

    ARTICLE
VI

     

    COVENANTS
OF BUYER AND SELLER

     

    6.1              Further
Assurances.  Buyer and Seller shall execute such documents and
other instruments and take such further actions as may be reasonably required or
desirable to carry out the provisions of this Agreement and the Ancillary
Agreements and to consummate the transactions contemplated hereby and
thereby.  Upon the terms and subject to the conditions hereof, Buyer
and Seller shall each use its respective commercially reasonable efforts to (a)
take or cause to be taken all actions and to do or cause to be done all other
things necessary, proper or advisable to consummate and make effective as
promptly as practicable the transactions contemplated by this Agreement and the
Ancillary Agreements; and (b) obtain in a timely manner all consents and
authorizations and effect all necessary registrations and filings (except in
connection with the Accounting Software).  From time to time after the
Closing, at Buyer’s request, Seller shall execute, acknowledge and deliver to
Buyer such other instruments of conveyance and transfer and will take such other
actions and execute and deliver such other documents, certifications and further
assurances as Buyer may reasonably require to vest more effectively in Buyer, or
to put Buyer more fully in possession of, any of the Turbine
Assets.


    
      
         


      

      
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    6.2              Cuxhaven
Bond.  Prior to and after the Closing, Buyer and Seller shall
cooperate, and each shall use its commercially reasonable efforts, to effect as
of the Closing Date the full and unconditional release of Seller from the Lease
Bond and the Lease Liens, including the return to Seller of the amount of the
Lease Bond; provided that Buyer’s
compliance with this Section 6.2 shall not require Buyer to provide security to
any person on terms that are, on the whole, materially less favorable to Buyer
than the terms of the Lease Bond and the Lease Liens are, on the whole, to
Seller.

     

    6.3              Operational
Services.  After the Closing and through December 31, 2010,
Buyer shall make available to Seller the personnel and other resources
reasonably requested by Buyer to support Seller’s general operations, including
providing operational services for (and monitoring of) Seller’s existing Turbine
fleet and existing orders, supporting commissioning of Turbines, and
administering the Business Relationships.  In exchange for such
services, Seller shall pay to Buyer reasonable fees to be negotiated by Buyer
and Seller in good faith.

     

    ARTICLE
VII

     

    CONDITIONS
TO CLOSING

     

    7.1              Conditions to Obligation of
Buyer.  The obligation of Buyer to consummate the transactions
contemplated by this Agreement is subject to the satisfaction (or waiver by
Buyer in its sole discretion) of the following further conditions:

     

    (a)           The
representations and warranties of Seller set forth in this Agreement (i) that are qualified
as to materiality shall be true and correct in all respects and (ii) that are
not so qualified shall be true and correct in all material respects, in each
case as of the date hereof and as of the Closing Date as if made at and as of
the Closing Date, except to the extent that such representations and warranties
refer specifically to an earlier date, in which case such representations and
warranties shall have been true and correct as of such earlier
date.

     

    (b)           Seller
shall have performed or complied in all material respects
with all obligations and covenants required by this Agreement to be performed or
complied with by Seller at or prior to the Closing.

     

    (c)           Seller
shall execute and deliver to Buyer a certificate of an authorized officer of
Seller, dated as of the Closing Date, stating that the conditions specified in
Sections 7.1(a) and (b) of this Agreement have been
satisfied.


    
      
         


      

      
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    (d)           On
the Closing Date, there shall be no Laws, permits or orders that operate to
restrain, enjoin or otherwise prevent or make illegal the consummation of the
transactions contemplated by this Agreement.  No action or proceeding
initiated by any Governmental Entity seeking an order prohibiting the
consummation of the transactions contemplated by this shall be
pending.

     

    (e)           Buyer
and DeWind Inc. shall have consummated the transactions contemplated in the
DeWind, Inc. APA.

     

    (f)           The
Seller shall have obtained the consent of the lessor under the Lease for the
Lease to be assigned to Buyer.

     

    7.2              Conditions to Obligation of
Seller.  The obligation of Seller to consummate the
transactions contemplated by this Agreement is subject to the satisfaction (or
waiver by Seller in its sole discretion) of the following further
conditions:

     

    (a)           The
representations and warranties of Buyer set forth in this Agreement (i) that are qualified
as to materiality shall be true and correct in all respects and (ii) that are
not so qualified shall be true and correct in all material respects, in each
case as of the date hereof and as of the Closing Date as if made at and as of
the Closing Date, except to the extent that such representations and warranties
refer specifically to an earlier date, in which case such representations and
warranties shall have been true and correct as of such earlier
date.

     

    (b)           Buyer
shall have performed or complied  in all material
respects with all obligations and covenants required by this Agreement to be
performed or complied with by Buyer at or prior to the Closing.

     

    (c)           Buyer
shall execute and deliver to Seller a certificate of an authorized officer of
Buyer, dated as of the Closing Date, stating that the conditions specified in
Sections 7.2 (a) and (b) of this Agreement have been
satisfied.

     

    (d)           On
the Closing Date, there shall be no Laws, permits or orders that operate to
restrain, enjoin or otherwise prevent or make illegal the consummation of the
transactions contemplated by this Agreement.  No action or proceeding
initiated by any Governmental Entity seeking an order prohibiting the
consummation of the transactions contemplated by this shall be
pending.

     

    (e)           Buyer
and DeWind Inc. shall have consummated the transactions contemplated in the
DeWind, Inc. APA.


    
      
         


      

      
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    ARTICLE
VIII

     

    MISCELLANEOUS

     

    8.1              Notices.  Any
notice, request, demand, waiver, consent, approval or other communication which
is required or permitted hereunder shall be in writing and shall be deemed given
(a) on the date established by the sender as having been delivered personally,
(b) on the date delivered by a private courier as established by the sender by
evidence obtained from the courier, (c) on the date sent by facsimile, with
confirmation of transmission, if sent during normal business hours of the
recipient, if not, then on the next Business Day (as defined below), or (d) on
the fifth day after the date mailed, by certified or registered mail, return
receipt requested, postage prepaid.  Such communications, to be valid,
must be addressed as follows:

     

    
      
        
          
            
              
                	
                        If
      to Buyer, to:

                      
	 
      	 
      
	 
      	
                        Daewoo
      Shipbuilding & Marine Engineering Co., Ltd.

                      
	 
      	
                        85,
      Da-dong, Jung-gu

                      
	 
      	
                        Seoul,
      100-180

                      
	 
      	
                        Korea

                      
	 
      	
                        Attn:
      Y. Y. Koh

                      
	 
      	
                        Facsimile:
      +182 (2) 2129-0079

                      
	 
      	 
      
	
                        With
      a required copy to:

                      
	 
      	 
      
	 
      	
                        Reed
      Smith LLP

                      
	 
      	
                        1510
      Page Mill Road, Suite 110

                      
	 
      	
                        Palo
      Alto, CA 94304

                      
	 
      	
                        Attn:
      Catharina Y. Min

                      
	 
      	
                        Facsimile:
      650.352.0699

                      
	 
      	 
      
	
                        If
      to Seller, to:

                      
	 
      	 
      
	 
      	
                        DeWind
      Ltd.

                      
	 
      	
                        2026
      McGaw Ave.

                      
	 
      	
                        Irvine,
      CA 92614

                      
	 
      	
                        Attention:
      Michael McIntosh

                      
	 
      	
                        Facsimile:
      (949) 660-1533

                      
	 
      	 
      
	 
      	
                        with
      a required copy to:

                      
	 
      	 
      
	 
      	
                        Milbank,
      Tweed, Hadley & McCloy LLP

                      
	 
      	
                        601
      S. Figueroa St., 30th
      Floor

                      
	 
      	
                        Los
      Angeles, CA 90017

                      
	 
      	
                        Attention:  Neil
      Wertlieb

                      
	 
      	
                        Facsimile:  (213)
      892-4710

                      


              

            

          

        

      

    

     

    or to
such other address or to the attention of such person or persons as the
recipient party has specified by prior written notice to the sending party (or
in the case of counsel, to such other readily ascertainable business address as
such counsel may hereafter maintain).  If more than one method for
sending notice as set forth above is used, the earliest notice date established
as set forth above shall control.  “Business Day” shall means a
day other than a Saturday, Sunday or other day on which banks located in Irvine,
California are authorized or required by Law to close.


    
      
         


      

      
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    8.2              Amendments and
Waivers.  Any provision of this Agreement may be amended or
waived if, and only if, such amendment or waiver is in writing and is signed, in
the case of an amendment, by Buyer and Seller, or in the case of a waiver, by
the party against whom the waiver is to be effective.

     

    8.3              Expenses.  Each
party shall bear its own costs and expenses in connection with this Agreement,
the Ancillary Agreements and the transactions contemplated hereby and thereby,
including all legal, accounting, financial advisory, consulting and all other
fees and expenses of third parties, whether or not the transactions contemplated
by this Agreement are consummated.

     

    8.4              Successors and
Assigns.  This Agreement may not be assigned by either party
hereto without the prior written consent of the other party; provided that, without such
consent, Buyer may transfer or assign this Agreement, in whole or in part or
from time to time, to one or more of its affiliates, but no such transfer or
assignment will relieve Buyer of its obligations hereunder.  Subject
to the foregoing, all of the terms and provisions of this Agreement shall inure
to the benefit of and be binding upon the parties hereto and their respective
executors, heirs, personal representatives, successors and assigns.

     

    8.5              Governing
Law.  This Agreement shall be governed by and interpreted and
enforced in accordance with the Laws of the State of California, without giving
effect to any choice of Law or conflict of Laws rules or provisions (whether of
the State of California or any other jurisdiction) that would cause the
application of the Laws of any jurisdiction other than the State of
California.

     

    8.6              Consent to
Jurisdiction.  Each party irrevocably submits to the exclusive
jurisdiction of (a) Los Angeles County, California, and (b) the United States
District Court for the District of Central California, for the purposes of any
Action arising out of this Agreement or any transaction contemplated
hereby.  EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY
JURY IN ANY ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF
OR RELATING TO THIS AGREEMENT AND THE ANCILLARY AGREEMENTS OR THE ACTIONS OF
SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT
HEREOF AND THEREOF.

     

    8.7              Counterparts.  This
Agreement may be executed in any number of counterparts, and any party hereto
may execute any such counterpart, each of which when executed and delivered
shall be deemed to be an original and all of which counterparts taken together
shall constitute but one and the same instrument.  This Agreement
shall become effective when each party hereto shall have received a counterpart
hereof signed by the other party hereto.  The parties agree that the
delivery of this Agreement, and the delivery of the Ancillary Agreements and any
other agreements and documents at the Closing, may be effected by means of an
exchange of facsimile signatures with original copies to follow by mail or
courier service.


    
      
         


      

      
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    8.8              Entire
Agreement.  This Agreement and the Ancillary Agreements set
forth the entire understanding of the parties hereto with respect to the
transactions contemplated by this Agreement.  Any and all previous
agreements and understandings between or among the parties regarding the subject
matter hereof, whether written or oral, are superseded by this
Agreement.

     

    8.9              Captions.  All
captions contained in this Agreement are for convenience of reference only, do
not form a part of this Agreement and shall not affect in any way the meaning or
interpretation of this Agreement.

     

    8.10              Severability.  Any
provision of this Agreement which is invalid or unenforceable in any
jurisdiction shall be ineffective to the extent of such invalidity or
unenforceability without invalidating or rendering unenforceable the remaining
provisions hereof, and any such invalidity or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

     

    8.11              Specific
Performance.  Buyer and Seller each agree that irreparable
damage would occur in the event that the provisions of Section 5.1 were not
performed by them in accordance with the terms thereof and that each party shall
be entitled to specific performance of the terms of Section 5.1, in addition to
any other remedy at Law or equity.

     

    [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


    
      
         


      

      
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    IN WITNESS WHEREOF, the parties hereto
have caused this Agreement to be duly executed by their respective authorized
officers as of the date first above written.

    


    


    
      
        
          
            	
                    DAEWOO
      SHIPBUILDING & MARINE

                    ENGINEERING
      CO., LTD.

                  
	 
      
	
                    By:

                  	 
      /s/ Sang Tae Nam
	
                    Name:

                  
	
                    Title:

                  
	 
      
	
                    DEWIND
      LTD.

                  
	 
      
	
                    By:

                  	 
      /s/ Benton Wilcoxon
	
                    Name:

                  
	
                    Title:

                  


          

        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      LIST OF OMITTED
SCHEDULES

      


      


      The
Schedules listed below have been omitted from this filing. The issuer will
furnish supplementally to the Commission, upon request, a copy of any
omitted

      Schedule.

      


      


      
        	
                SCHEDULE
      1.1

              	
                PURCHASED
      ASSETS

              
	
                SCHEDULE
      3.4

              	
                PERMITTED
      LIENS