Unassociated Document


    AGREEMENT
      TO PROCEED: HEAVY EQUIPMENT PURCHASE

    


    This
      agreement to Proceed (“Agreement’) is entered into this __ day of April 2007 by
      and between Inform Worldwide Holdings, Inc, with an office and place of business
      at 2501 North Greenvalley parkway, Suite 110, Henderson, NV 89014 (“IWWI”) and
      Kajon Materials, INC. P.O. Box 876, McMurray, PA 15317 (“Kajon”). The parties
      hereto are sometimes referred to, individually, as a “Party” and, collectively,
      as the “Parties”.

    


    WHEREAS,
      IWWI is a public company traded on the Over the Counter Bulletin Board (“OTCBB”)
      and operates as a holding company for investments in the energy sector including
      but not limited to coal transactions; and

    


    WHEREAS,
      Kajon holds the only lien and a perfected security interest with regard to
      certain heavy equipment identified herein in Section 1 below (“HE”), which HE
      has previously been pledged to Kajon by Ralph Smith & Son, Inc. 1293 Route
      217, Derry, PA 15627 (“R Smith”); and

    


    WHEREAS,
      the parties have entered into discussions whereby IWWI desires to obtain a
      one
      hundered percent (100%) ownership interest in said HE and Kajon desires to
      release to IWWI a one hundred percent (100%) interest in said HE;
      and

    


    WHEREAS,
      Kajon represents to IWWI that it has full power and authority to sell said
      HE
      free and clear to IWWI and Kajon has a perfected lien and security interest
      in
      said HE;

    


    NOW,
      THEREFORE, in consideration of the mutual covenants contained herein, the
      Parties agree as follows:

    


    1.          Asset
      Purchase of Heavy Equipment. On before May 11,2007, IWWI shall deliever to
      Kajon 166,667 shares of IWWI restricted common stock  (“IWWI Shares”)
      as consideration  for the purchase of a one hundred percent (100%)
      ownership interest
      in the following and simultaneously Kajon will release it’s security interest in
      said H.E.

     

    


                Heavy
      Equipment                                                     Capacity                                     Estimated
      Dollar Value

    


               235
      Cat Excavator w/ Hyd. Hammer 32k244      95,000
      lbs                                          N/A

      


       980
      B Cat Loader
      89P1345                                         
8Yds                                           $30,000
 

               Cat
      928 G Wheelloader
      6XR00400                      2.25Yds                                             $60,000

    


               Cat
      960 F Loader
      9ZJ00305                          
            4Yds                                            $50,000

    


               JI
      Case 580 K Backhoe/Hi Lift
      Loader             
     
8Yds                                             $5,000

    


               580
      K case Loader
      JJG0021315                         
    
 8Yds                                            $5,000

    


               Case
      W-26 Loader
      9121064                                       3Yds                                           $5,000

    


               FD
      40 Dozer
      A03028                                                   8Yds                                          $30,000

    


               FD
      40 Dozer
      89A4030                                                 N/A                                            $30,000

    


               HD
      Dozer
      54M01483                                                  N/A                                            $15,000

    


               Cat.
      Ex. 322 L
      09RL00219                                           N/A                                           $30,000

    


               50
      Dover
      42504008                                                     N/A                                            $50,000

    


               Dart
      600C
      620250                                                       N/A                                             N/A

    


               Komatsue
      PC200-5
      47532                                           N/A                                            N/A

    


               Fiat
      Allis
      945B                                                            N/A                                             N/A

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    


    


    
      	
              2.  

            	
               Mutual
                Buy-Back Provision.   At any time within eighteen (18)
                months following the date on which this Agreement is executed, IWWI
                or any
                of its designees, nominees, or assigns, have the option to buy-back
                up to
                150,000 IWWI Shares (of the 166,667 shares transferred in purchase
                of a
                100% interest in the HE and Kajon’s transfer of title in the HE to IWWI
                free and clear.) IWWI’s option applies to any purchase in part or in whole
                up to a maximum of 150,000 IWWI Shares where the basis for the per
                share
                per value purchase price is $200,000 for 150,000 IWWI Shares. Kajon
                shall
                have equal rights with IWWI.

            


    

    


    
      	
              3.  

            	
               Appraisal.  IWWI
                will have the right in its sole discretion as the one hundred percent
                (100%) owner of the HE to seek any    third-party
                financing on the HE and accordingly, IWWI may cause to be performed
                an
                independent third-party appraisal on said
                HE.

            


    

    


    


    
      	
              4.  

            	
              Kajon’s
                release of it’s security interest shall become effective and considered
                perfected when a $50,000 cash payment is received by Kajon from
                IWWI.

            


    

    


    
      	
              5.  

            	
                   Contingencies.   This
                Agreement is subject to :

            


    

    


    


    
      	
              (a)  

            	
              approval
                of the Nowrytown strip mine project  (“Project”) by the mineral
                rights and land owner(s)

            


    

    along
      with all legal requirements including but not limited to bonding and permitting;
      and

    


    
      	
              (b)  

            	
              the
                simultaneous execution of the R Smith Agreement and release of equipment
                to Kajon; and

            


    

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    THIS
      SPACE LEFT BLANK INTENTIONALLY

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


     

    2

                   IN
      WITNESS WHEREOF, and intending to be legally bound, the Parties hereto
      subscribe their names to this

    Agreement.  This
      Agreement is effective as of the date signed below.

    


    


    


    INFORM
      WORLD WIDE HOLDINGS,
      INC                                                          KAJON
      MATERIALS, INC.

    


    


    


    


              /s/
      Ashvin
      Mascarenhas                                                                                                      /s/
      Jon Clark

    BY:__________________________________                                            
       BY:______________________________

    


    NAME:
      Ashvin
      Mascarenhas                                                                             
 NAME: Jon Clark

    


    TITLE:
      CEO                                                                                                            
 TITLE:  President

    


    DATE
      6/04/07                                                                                                        
 DATE:4/23/07

    


    


    


    


    


    RALPH
      SMITH AND SON,
      INC.                                                                             MILLWOOD
      DEVELOPMENT

    


    


    


    


              /s/
      Ralph
      Smith                                                                                                         /s/
      Ralph Smith

    BY:________________________________                                                BY:______________________________

    


    NAME:
      Ralph
      Smith                                                                                            NAME:
      Ralph Smith

    


    TITLE:
      President                                                                                                  TITLE:
      President

    


    DATE:
      4/23/07                                                                                                     
DATE: 4/23/07

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    3