Exhibit 10.1


    


    


    


    


     EXHIBIT
      10.1

     

     

     


    
      
        
        

      

      
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    Asset
      Purchase Agreement

    


    


    BETWEEN

    Safari
      Associates, Inc.

    12753
      Mulholland Drive

    Beverly
      Hills, CA 90210 

    (hereinafter
      referred to as “Green Rock Ventures” or "Purchasor")

    


    


    OF
      THE
      FIRST PART,

    


    


    AND:

    Power-Save
      Energy Corp.

    3940-7
      Broad Street

    San
      Luis
      Obispo, CA 93401

    (hereinafter
      referred to as “Power-Save ” or "Seller")

    


    


    


    OF
      THE
      SECOND PART,

    R E C I T A L S

    


    WHEREAS
      Seller
      has developed a business, Power-Save Energy Corp., a company dedicated to the
      mass market sale of energy saving products for homeowners. Without limiting
      the
      generality of the foregoing the Business is as set out in Schedule
      A.

    


    WHEREAS
      Purchaser desires to obtain an exclusive purchase agreement to establish the
      Business worldwide, in all markets, utilizing Seller’s property, business model,
      assets and proprietary information and acknowledges that use of such property,
      business model, assets and its proprietary information are subject to controls
      and restrictions established by Seller for the purpose of maintaining a high
      level of uniform quality and goodwill in the operation of the Business;
      and

    


    WHEREAS
      the
      Seller desire to sell to Purchaser and Purchaser desires to acquire from the
      Seller the property, assets, model and proprietary information on the terms
      and
      subject to the conditions contained in this Agreement; and

    


    WHEREAS
      the
      Parties are desirous of reducing the terms and conditions of their agreement
      to
      writing;

    


    NOW,
      THEREFORE, in
      consideration of the premises, mutual promises, and obligations set forth
      herein, Purchaser and Seller agree as follows:

    


    
      
        
        

      

      
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              1).

            	
              PROPERTY.
                Subject
                to the terms and conditions of this Agreement, Seller agrees to sell
                and
                convey to Purchaser and Purchaser agrees to purchase from Seller
                the
                Property as described in Schedule
                A.

            


    

    


    
      	
              2).

            	
              PURCHASE
                PRICE.
                Subject to the terms and conditions of this Agreement, Seller agree
                to
                sell, convey and/or assign, as permitted, to Purchaser and Purchaser
                agrees to purchase from Seller the Property, assets, model and proprietary
                information for 75,000,000 Shares of Common Stock of Safari Associates,
                Inc.. The Purchase Price will be allocated between the Assets by
                agreement
                of the Parties no later than three (3) days prior to Closing and,
                in the
                absence of an agreement, in accordance with the Seller’ reasonable
                allocation at Closing.

            


    

    


    
      	
              3).

            	
              LIABILITIES.
                In
                consideration of the Purchase Price, the Purchaser agrees to assume
                all
                contracts and liabilities relating to the operation of Seller incurred
                in
                the ordinary course of the Seller business and operation of the Property
                existing and that are in effect as of the Closing Date, but excluding
                (a)
                Seller’ state and federal income tax obligations as of the date of
                Closing; and (b) Seller’ liabilities existing and in effect as of the
                Closing Date. Except as expressly identified in Schedule
                B,
                after Closing, Purchaser shall hold Seller harmless from any and
                all
                liabilities and contracts of Seller existing and in effect as of
                the date
                of Closing.

            


    

     

     

    
      	
              4).

            	
              CLOSING.

            


    

    


    
      	
               

            	
              a)

            	
              Closing
                Date.
                Closing on the Property shall occur on September 12,
                2006.

            


    

    


    
      	
               

            	
              b)

            	
              Time
                and Location of Closing.
                Unless otherwise agreed by Purchaser and Seller, the Closing shall
                take
                place at 10:00 a.m. on the Closing Date at the offices of the General
                Counsel for Safari Associates, Inc.

            


    

    


    
      	
               

            	
              c)

            	
              Possession.
                Possession of the Property and Assets which are the subject of Closing
                shall be delivered to Purchaser on the Closing
                Date.

            


    

    


    
      
        
        

      

      
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              5).

            	
              REPRESENTATIONS
                AND WARRANTIES OF SELLER.
                Seller hereby represents and warrants that the following are true
                and
                correct as of the date of this Agreement and shall be reaffirmed
                by Seller
                at Closing:

            


    

    


    
      	
               

            	
              a)

            	
              Seller
                has the power to own their properties and assets, and to carry on
                their
                business as now being conducted by it. Seller has the power to assign
                and
                transfer to Purchaser the Property and Assets to be transferred to
                Purchaser as specified in this
                Agreement.

            


    

    


    
      	
               

            	
              b)

            	
              The
                execution and delivery of this Agreement does not, and the consummation
                of
                the transactions contemplated hereby will not, violate any provision
                of
                the documents controlling the operation of Seller, nor violate any
                provision of the Operating Agreements, Articles of Incorporation,
                By-Laws,
                mortgage, lien, agreement, instrument, order, judgment or decree
                to which
                Seller are a party, or whereby it is bound, and will not violate
                any other
                restriction of any other kind or character to which Seller are subject.
                Seller has taken or will take action required by law, their Operating
                Agreements, Articles of Incorporation and By-Laws, or otherwise,
                to
                authorize execution and delivery of this Agreement and the consummation
                of
                the transactions described herein.

            


    

    


    
      	
               

            	
              c)

            	
              Seller
                has or will have by the Closing Date, good and marketable title and
                own
                the Property and Assets to be sold
                hereunder.

            


    

    


    
      	
               

            	
              d) 

            	
              Seller
                have filed or caused to be filed, all returns for federal, state
                and local
                taxes which are due. To the best of Seller’ knowledge, there are no
                assessments or additional taxes threatened against Seller, the Property
                or
                Assets. Seller are not delinquent in the payment of any tax assessment
                or
                governmental charge, do not have any tax deficiencies imposed or
                assessed
                against them and have not executed any waiver of the statute of
                limitations on the assessment or collection of any tax, which actions
                in
                any manner would affect title to any of the Property and Assets to
                be
                transferred.

            


    

    


    
      	
               

            	
              e)

            	
              From
                the date of this Agreement until the final Closing Date provided
                for
                herein, Seller shall not: (a) commit or permit to be committed any
                waste
                on the Property, and (b) enter into any agreement or instrument or
                take
                any action that would encumber the Property after Closing, that would
                bind
                Purchaser or the Property after Closing, or that would be outside
                the
                normal scope of maintaining and operating the
                Property.

            


    

    


    
      	
               

            	
              f)

            	
              There
                are no obligations of the Seller pertaining to the operation of the
                Property that would be a direct obligation of the Purchaser, other
                than as
                disclosed in this Agreement.

            


    

    


    
      	
               

            	
              g)

            	
              Seller
                makes no representations or warranties by delivering and making available
                to Purchaser any documents or reports relating to the Property or
                the
                Assets. Neither Seller nor any of their employees, agents, or
                representatives shall be responsible or liable for any damage or
                loss
                resulting from Purchaser's reliance upon any documents or reports,
                studies
                or other information made available to Purchaser by Seller relating
                to the
                Property and Assets.

            


    

     

    The
      representations and warranties of the Seller contained in this Agreement and
      the
      certificates and documents to be delivered pursuant hereto, shall be true,
      complete, and correct when made, and as of the Closing Date, and will not
      contain any untrue statement of a material fact required to make the statements
      herein or therein not misleading. Seller shall have performed and satisfied
      all
      the covenants, agreements, and conditions required by this Agreement to be
      performed and satisfied by it hereunder.

    


    For
      purposes of the foregoing, the term “best of Seller’ knowledge” shall mean the
      actual and personal knowledge of Seller, Seller’ directors, officers,
      shareholders, managers, members, and employees and (a) shall not obligate such
      individuals to carry out any investigation of the matters discussed above,
      and
      (b) does not imply that anyone else's knowledge is imputed to such individuals.
      Purchaser's consummation of the purchase and sale transactions contemplated
      by
      this Agreement notwithstanding Purchaser’s actual knowledge at the time of the
      Closing of any alleged breach of the foregoing representations and warranties
      shall be deemed Purchaser’s waiver of the alleged breach.

    


    
      
        
        

      

      
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              6).

            	
              REPRESENTATIONS
                AND WARRANTIES OF PURCHASER.
                Purchaser hereby represents and warrants that the following are true
                and
                correct as of the date of this Agreement and shall be reaffirmed
                by
                Purchaser at Closing:

            


    

    


    
      	
               

            	
              a)

            	
              The
                execution and delivery of this Agreement does not, and the consummation
                of
                the transactions contemplated hereby will not, violate any provision
                of
                the documents controlling the operation of Purchaser, nor violate
                any
                provision of the Operating Agreements, mortgage, lien, agreement,
                instrument, order, judgment or decree to which Purchaser is a party,
                or
                whereby it is bound, and will not violate any other restriction of
                any
                other kind or character to which Purchaser is subject. Purchaser
                has taken
                or will take action required by law, its Operating Agreements or
                otherwise
                to authorize execution and delivery of this Agreement and the consummation
                of the transactions described
                herein.

            


    

    


    
      	
               

            	
              b)

            	
              Purchaser
                expressly acknowledges to Seller that Purchaser has determined in
                its sole
                discretion the scope and extent of its due diligence and inspection
                of the
                Property and Assets and the Purchaser is purchasing the Property
                and
                Assets solely based on its due diligence and not any statement or
                representation of the Seller except as expressly set forth in this
                Agreement.

            


    

    


    
      	
              7).

            	
              SURVIVAL.
                All covenants and agreements of either Party which expressly survive
                the
                Closing under this Agreement, and all representations, warranties,
                and
                indemnities by either Party to the other under this Agreement shall
                survive the Closing under this Agreement and shall be binding upon
                and
                inure to the benefit of the Parties hereto and their respective successors
                and permitted assigns.

            


    

    


    
      	
              8).

            	
              GENERAL
                PROVISIONS.

            


    

    


    
      	
               

            	
              a)

            	
              Time
                of the Essence.
                Time is of the essence under this
                Agreement.

            


    

    


    
      	
               

            	
              b)

            	
              Governing
                Law.
                This Agreement shall be construed under and governed by the laws
                of the
                State of Nevada.

            


    

    


    
      	
               

            	
              c)

            	
              Severability.
                In
                case any one or more of the provisions contained in this Agreement
                shall
                for any reason be held to be invalid, illegal, or unenforceable in
                any
                respect, such invalidity, illegality or unenforceability shall not
                affect
                any other provision and this Agreement shall be construed as if such
                invalid, illegal, or unenforceable provisions had never been contained
                within the Agreement.

            


    

     

    
      	
               

            	
              d)

            	
              Entire
                Agreement.
                This Agreement, together with all conveyance documents, contain the
                entire
                agreement between Purchaser and Seller and supersede all prior
                representations, warranties, understandings, and agreements. This
                Agreement may not be modified except by an instrument in writing
                signed by
                the parties.

            


    

    


    
      	
               

            	
              e)

            	
              Exhibits.
                All schedules, exhibits, and addenda attached to this Agreement and
                referred to herein shall for all purposes be deemed to be incorporated
                in
                this Agreement by this reference.

            


    

    


    
      	
               

            	
              f)

            	
              Further
                Acts.
                Each of the parties covenants and agrees with the other, upon reasonable
                request from the other, from time to time, to execute and deliver
                such
                additional documents and instruments and to take such other actions
                as may
                be reasonably necessary to give effect to the provisions of this
                Agreement.

            


    

    


    
      	
               

            	
              g)

            	
              Attorneys’
                Fees.
                Anything to the contrary herein notwithstanding, in the event of
                any
                litigation or agreed upon arbitration or mediation proceedings between
                the
                parties concerning the subject matter of this Agreement, the prevailing
                party in the litigation or other proceedings shall be entitled to
                receive
                from the defaulting party, in addition to the amount of any judgment
                or
                other award entered, all reasonable costs and expenses, including
                reasonable attorneys’ fees, incurred by the prevailing party in the
                litigation or other proceedings.

            


    

    


    
      	
               

            	
              h)

            	
              Compliance.
                The performance by the parties of their respective obligations provided
                for in this Agreement shall be in strict compliance with all applicable
                laws and the rules and regulations of all governmental agencies,
                municipal, county, state and federal, having jurisdiction in the
                premises.

            


    

    


    
      
        
        

      

      
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              i)

            	
              Authority.
                Each of the parties represents to the other that each such party
                has full
                power and authority to execute, deliver, and perform this Agreement,
                that
                the individuals executing this Agreement on behalf of said party
                are fully
                empowered and authorized to do so, that this Agreement constitutes
                a valid
                and legally binding obligation of such party enforceable against
                such
                party in accordance with its terms, that such execution, delivery,
                and
                performance will not contravene any legal or contractual restriction
                binding upon such party or any of its assets and that there is no
                legal
                action, proceeding, or investigation of any kind now pending or to
                the
                knowledge of such parties threatened against or affecting such party
                or
                the execution, delivery, or performance of this Agreement. If either
                party
                so requests, the other party shall deliver to the requesting party
                a
                certified copy of the resolution or other evidence of the other party’s
                authority under its organizational documents to enter into and consummate
                this Agreement and the transactions contemplated
                hereby.

            


    

    


    
      	
               

            	
              j)

            	
              Notices.
                Any and all notices or demands provided for herein shall be in writing
                and
                shall be deemed effectively given or made: (i) on the date served
                upon the
                party to be notified personally; (ii) three days after being deposited
                in
                the United States mail registered or certified mail, return receipt
                requested, postage prepaid; (iii) one business day after deposit
                or
                delivery to a reputable overnight courier, prepaid, receipt acknowledged,
                to the address of such party set forth below; or (iv) on the date
                of a
                facsimile, if (a) the transmittal form showing a successful transmittal
                is
                retained by the sender, and (b) the facsimile communication is followed
                by
                mailing a copy thereof to the addressee of the facsimile in accordance
                with this paragraph, or to such other address as such party may last
                have
                designated by notice hereunder.

            


    

    


    
      
        
        

      

      
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              i)

            	
              If
                intended for the Seller:

            


    

     

     

    Power-Save
      Energy Corp.

    3940-7
      Broad Street

    San
      Luis
      Obispo, CA 93401

    


    Attention: Michael
      Forster, President

    Phone:
      (866) 297-7192

    Facsimile:
      (805) 543-9522

    


    ii) If
      intended for the Purchaser:

    


    Safari
      Associates, Inc.

    12753
      Mulholland Drive

    Beverly
      Hills, CA 90210 

    


    


    Attention:
      Zirk Engelbrecht, President

    Phone:
      (310) 733-8079

    Facsimile:
      (310)388-0365

    


    


    


    


    Rejection
      or refusal to accept delivery or the inability to deliver because of changed
      address of which no notice was given shall be deemed to be receipt of notice
      as
      of the date such notice was deposited in the mail or delivered to the overnight
      courier.

    


    
      	
               

            	
              k)

            	
              Place
                of Business.
                This Agreement arises out of the transaction of business in the San
                Diego,
                California.

            


    

    


    
      	
               

            	
              l)

            	
              Execution
                in Counterparts and By Facsimile Signature.
                This Agreement may be executed in counterparts, each of which, when
                so
                executed and delivered, shall constitute an original; but all such
                counterparts shall together constitute but one and the same Agreement.
                A
                signed facsimile signature page shall be considered as an original
                signature page for the execution of this
                Agreement.

            


    

    


    
      	
               

            	
              m)

            	
              Paragraph
                Headings, Interpretation.
                The paragraph headings are inserted only for convenient reference
                and do
                not define, limit, or prescribe the scope of this Agreement. Purchaser
                and
                Seller acknowledge that each is sophisticated in real estate matters
                and
                that each has had an opportunity to review, comment upon and negotiate
                the
                provisions of this Agreement, and thus the provisions of this Agreement
                shall not be construed more favorably or strictly for or against
                either
                party. Purchaser and Seller each acknowledge having been advised,
                and
                having had the opportunity, to consult legal counsel in connection
                with
                this Agreement and the transactions contemplated by this
                Agreement.

            


    

    


    
      	
               

            	
              n)

            	
              Number
                and Gender.
                When necessary for proper construction hereof, the singular of any
                word
                used herein shall include the plural, the plural shall include the
                singular and the use of any gender shall be applicable to all
                genders.

            


    

    


    
      	
               

            	
              o)

            	
              Waiver.
                Any one or more waivers of any covenant or condition by a party shall
                not
                be construed as a waiver of a subsequent breach of the same covenant
                or
                condition nor a consent to or approval of any act requiring consent
                to or
                approval of any subsequent similar
                act.

            


    

    


    
      	
               

            	
              p)

            	
              Binding
                Effect.
                Subject to the restrictions on assignment contained within this Agreement,
                the Agreement shall be binding upon and inure to the benefit of the
                parties and their respective successors and permitted
                assigns.

            
	
               

            	
              q)

            	
              No
                Beneficiaries.
                No
                third parties are intended to benefit by the covenants, agreements,
                representations, warranties or any other terms or conditions of this
                Agreement.

            


    

    


    
      
        
        

      

      
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              r)

            	
              Relationship
                of Parties.
                Purchaser and Seller acknowledge and agree that the relationship
                established between the parties pursuant to this Agreement is only
                that of
                a seller and a purchaser of real estate. Neither Purchaser nor Seller
                are,
                nor shall either hold itself out to be, the agent, employee, joint
                venturer, or partner of the other
                party.

            


    

     

    
      	
               

            	
              s)

            	
              Exchange
                Transactions.
                Seller may dispose of or Purchaser may acquire the Property through
                means
                of a like-kind exchange of real property, whether a simultaneous
                or
                deferred “Starker”-type exchange (an “Exchange”), pursuant to Section 1031
                of the Internal Revenue Code of 1986, as amended (the “Code”) and the
                regulations (the “Regulations”) promulgated under it. If either party
                gives notice to the other party that the notifying party intends
                to effect
                an Exchange in conjunction with the conveyance of the Property, the
                other
                party shall cooperate with the notifying party for purposes of effecting
                and structuring such Exchange; provided that, if the notifying party
                elects to effect a deferred exchange: (a) a qualified intermediary
                shall
                be utilized to effect the Exchange, and (b) the transfer requirements
                of
                the Code and the Regulations shall be satisfied by the so-called
                “assignment of rights” method provided for in the Regulations, whereby the
                notifying party will assign some or all of its rights under this
                Agreement
                to the qualified intermediary and retain its obligations under this
                Agreement. The other party agrees to execute such documents or instruments
                as are reasonably necessary to implement the Exchange, provided that
                the
                other party shall not be required to undertake any obligation or
                liability
                to any third party as part of the Exchange and Purchaser shall not
                be
                required to take title to property other than the Property. The notifying
                party shall be solely responsible for assuring that the structure,
                implementation and completion of the Exchange are effective for the
                notifying party’s federal, state, local or other tax
                purposes.

            


    

    


    
      	
               

            	
              t)

            	
              Dates.
                If
                any date set forth in this Agreement for the delivery of any document
                or
                the occurrence of any event (for example, the expiration of the
                Feasibility Review Period or the Closing Date) falls on a weekend
                or
                holiday, then that date shall be automatically extended to the next
                succeeding business day. For the purposes of this Agreement, the
                phrase
                “business day” shall mean a weekday that is neither a holiday nor a
                weekend day.

            


    

    


    


    IN
      WITNESS WHEREOF,
      the
      parties have caused this Agreement to be duly executed on the date first above
      written.

    


    


    PURCHASER:

    SAFARI
      ASSOCIATES, INC.

    A
      Nevada
      Corporation

    


    


    


    By: _/s/
      Zirk Engelbrecht

    Zirk
      Engelbrecht

    Its:
      President

    


    


    


    


    SELLER:

    POWER-SAVE
      ENERGY CORP.

    A
      Nevada
      Corporation

    


    


    


    
      	
              By:

            	
              _/s/
                Michael Forster

            
	
               

            	
              Michael
                Forster

            


    

    Its:
      President

    


    


    
      
        
        

      

      
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