EX-10.58






Exhibit 10.58




ASSET PURCHASE AGREEMENT




THIS ASSET PURCHASE AGREEMENT is made as of December 1, 2014, by and between Mayco (Nevada),
LLC, a Nevada limited liability company (“Purchaser”), and West Coast Shot, Inc., a Nevada
corporation (“Seller”). Certain capitalized terms used herein are defined in
Article I.



W I T N E S S E T H:




WHEREAS, Seller is the owner of a shot tower and related improvements (the “Assets”)
located at Seller’s premises at 32 Red Rock Road, Carson City, Nevada 89721 (the
“Facility”); and



WHEREAS, Affiliates of Seller and Purchaser, respectively, are, contemporaneously with the
execution of this Agreement, entering into certain agreements governing the purchases and sales of
certain assets of Seller’s Affiliates to Purchaser’s Affiliates (collectively the “Affiliate
Transactions”); and



WHEREAS, Purchaser desires to purchase the Assets from Seller, and Seller desires to sell the
Assets to Purchaser, for the consideration and upon on the terms and conditions hereinafter set
forth.



NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations and
warranties contained herein, and for their mutual reliance, the parties hereto agree as follows:



ARTICLE I




DEFINITIONS




1.1 Definitions. Capitalized terms used in this Agreement and not otherwise defined
shall have the meanings attributed to them in the Mayco Agreement. The following terms shall have
the following meanings for the purposes of this Agreement:



“Agreement” shall mean this Agreement, including all exhibits hereto, as it and they
may be amended from time to time.



“Affiliate Transactions” shall have the meaning set forth in the preamble.



“Assets” shall have the meaning set forth in the preamble.



“Cash Consideration” shall mean the applicable amount determined pursuant to
Section 2.7 of the Mayco Agreement and set forth on Exhibit 2.7 to the Mayco
Agreement.



“Closing” shall mean the consummation of the transactions contemplated herein.



“Enhanced” shall have the meaning set forth in Section 10.8.



“Facility” shall have the meaning set forth in the preamble.



“Lien” shall mean all liens, encumbrances, mortgages, charges, claims, restrictions,
pledges, security interests, title defects, easements, rights of way, covenants and encroachments.



“Lender” shall have the meaning set forth in Section 10.8.



“Mayco Agreement” shall mean the Asset Purchase Agreement dated of even date herewith
by and between Mayco Industries, Inc. and Mayco Manufacturing, LLC as it may be amended, modified
or supplemented from time to time.



“Mayco Closing Date” shall mean the “Closing Date” under and as defined in the Mayco
Agreement as it may be extended or modified pursuant to the Mayco Agreement.



“PNC” shall have the meaning set forth in Section 10.8.



“Purchase Price” shall be determined by Seller and Purchaser as part of the allocation
of the aggregate purchase price under this Agreement and the other Acquisition Agreements pursuant
to Sections 2.6 and 2.7 of the Mayco Agreement.



“Purchaser” shall have the meaning set forth in the preamble.



“Put” shall mean the right of Purchaser to sell the Assets to Seller in accordance
with Section 2.4.



“Put Date” shall have the meaning set forth in Section 2.4(a).



“Put Period” shall have the meaning set forth in Section 2.4(a).



“Put Price” shall mean an amount equal to $1.



“Seller” shall have the meaning set forth in the preamble.



“Termination Date” shall have the meaning set forth in Section 8.1(b).



ARTICLE II




PURCHASE AND SALE; PUT RIGHT




2.1 Purchase and Sale. Upon the terms and subject to the conditions of this
Agreement, and in reliance upon the representations, warranties, covenants and agreements made
herein, at the Closing, Seller shall sell, assign, convey and transfer the Assets to the Purchaser,
and Purchaser shall purchase the Assets from Seller. Purchaser shall not assume or become
responsible for any of Seller’s or any Affiliate’s duties, obligations or liabilities.



2.2 Payment of Purchase Price. At the Closing, as consideration for the Assets,
Purchaser shall pay to Seller the Cash Consideration by wire transfer of immediately available U.S.
funds in accordance with wire instructions provided by Seller to Purchaser not later than two (2)
Business Days prior to Closing.



2.3 Closing.



(a) The Closing shall take place on the Mayco Closing Date. The Closing shall be effective as
of the close of business on the day before the Mayco Closing Date.



(b) At the Closing, Seller shall deliver to Purchaser the following documents, duly executed
by Seller where appropriate:




(i) a Bill of Sale in the form attached hereto as Exhibit 2.3 (b) (i) (the
“Bill of Sale”)




(ii) all releases necessary to terminate and discharge any Liens on the Assets; and




(iii) such other instruments and documents as reasonably requested by Purchaser in
order to consummate the purchase and sale of the Assets contemplated under this Agreement.



(c) At the Closing, Purchaser shall pay to Seller the Cash Consideration and deliver to Seller
such instruments and documents as reasonably requested by Seller in order to consummate the
purchase and sale of the Assets contemplated under this Agreement.



2.4 Put Right.



(a) Subject to Section 2.4(c), Purchaser may exercise the Put to sell the Assets back
to Seller at any time during the period commencing on the Mayco Closing Date and ending on the
first anniversary of the Mayco Closing Date (the “Put Period”) by providing written notice
to Seller of such exercise. The exercise shall be effective as of the date (the “Put
Date”) that Seller has received such notice. Within one (1) Business Day of the Put Date,
Seller shall pay to Purchaser as consideration for the Assets the Put Price by wire transfer of
immediately available U.S. funds or such other method as the parties may reasonably determine.



(b) Within two Business Days of its receipt of the Put Price, Purchaser shall deliver to
Seller the following documents, duly executed by Seller where appropriate:




(i) a Bill of Sale in the form attached hereto as Exhibit 2.3(b)(i) with appropriate
modifications to identify Seller as buyer and Purchaser as seller;




(ii) all releases necessary to terminate and discharge any Liens on the Assets; and




(iii) such other instruments and documents as reasonably requested by Seller in order
to consummate the purchase and sale of the Assets contemplated under this Section
2.4 upon giving effect to the Put.



(c) Notwithstanding anything in this Agreement to the contrary,




(i) The Put shall automatically expire at and as of such time as Purchaser has
commenced to disassemble and relocate the Assets from the Facility; and




(ii) The Put shall be deemed to have been exercised as of the last day of the Put
Period if Purchaser has not relocated the Assets from the Facility by such date.



ARTICLE III




REPRESENTATIONS AND WARRANTIES OF SELLER




Seller represents and warrants to Purchaser that:



3.1 Due Organization. Seller is duly organized, validly existing and in good standing
under the laws of the State of Nevada.



3.2 Due Authorization. Seller has full power and authority to enter into this
Agreement and to consummate the transactions contemplated hereby and thereby. The execution,
delivery and performance by Seller of this Agreement have been duly and validly approved and no
other corporate actions or proceedings on the part of Seller are necessary to authorize this
Agreement and the transactions contemplated hereby. Seller has duly and validly executed and
delivered this Agreement. This Agreement constitutes the legal, valid and binding obligation of
Seller, enforceable in accordance with its terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, moratorium, reorganization or similar laws in effect which
affect the enforcement of creditors’ rights generally and by equitable principles.



3.3 Consents and Approvals; Governmental Authority Relative to This Agreement. The
execution, delivery and performance by Seller of this Agreement will not (i) conflict with or
result in a breach of any provision of the certificate of incorporation or by-laws of Seller, or
(ii) violate any order, writ, injunction, decree, statute, treaty, rule or regulation applicable to
Seller or the Assets.



3.4 Title; Sufficiency. Seller has (or upon giving effect to the Closing will have)
good and marketable title to the Assets free and clear of all Liens.



3.5 Taxes. All Taxes with respect to the Assets which are due and payable prior to
the Closing Date have been or will be duly and properly computed, reported, fully paid and
discharged, other than those Taxes which are the subject of a bona fide dispute with the taxing
authority. There are no unpaid Taxes with respect to any period ending on or before the Closing
Date which are or would become a lien on the Assets, except for current Taxes not yet due and
payable, or Taxes which are the subject of a bona fide dispute with the taxing authority.



3.6 Litigation. The Assets are not subject to any judgment, order, decree,
stipulation, injunction, or charge or any pending or, to the best of Seller’s knowledge, threatened
charge, complaint, action, suit, proceeding, hearing, or investigation of or in any court or
quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction.



3.7 Brokers and Finders. No agent, broker, investment banker, financial advisor or
other firm or person is entitled to any brokerage, finder’s, financial advisor’s or other similar
fee or commission for which Purchaser or any of its Affiliates could become liable in connection
with the transactions contemplated by this Agreement as a result of any action taken by or on
behalf of Seller or any of its Affiliates.



3.8 Full Disclosure. To the best of Seller’s knowledge, no representation or warranty
of Seller contained in this Agreement contains any untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary to make the statements made, in
the context in which made, not materially false or misleading.



ARTICLE IV




REPRESENTATIONS AND WARRANTIES OF PURCHASER




Purchaser hereby represents and warrants to Seller that:



4.1 Due Organization. Purchaser is a limited liability company duly organized,
validly existing and in good standing under the laws of the State of Nevada with all requisite
power and authority to own and operate its assets and properties as they are now being owned and
operated.



4.2 Due Authorization. Purchaser has full power and authority to enter into this
Agreement and to consummate the transactions contemplated hereby and thereby. The execution,
delivery and performance by Purchaser of this Agreement have been duly authorized by all necessary
limited liability company action of Purchaser. Purchaser has duly and validly executed and
delivered this Agreement. This Agreement constitutes the legal, valid and binding obligation of
Purchaser, enforceable in accordance with its terms, except as such enforceability may be limited
by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws in effect which
affect the enforcement of creditors’ rights generally and by equitable principles.



4.3 Consents and Approvals; No Violations. The execution, delivery and performance by
Purchaser of this Agreement will not (i) violate any law, regulation or order of any Governmental
Authority applicable to Purchaser; (ii) require any filing or registration by Purchaser with, or
consent or approval with respect to Purchaser of, any Governmental Authority; (iii) violate or
conflict with or result in a breach or default under any contract to which Purchaser is a party or
by which Purchaser or any of its assets or properties are bound; or (iv) violate or conflict with
the articles of organization or operating agreement of Purchaser, except where any such filing,
registration, consent or approval, if not made or obtained, or any such violation, conflict, breach
or default, would not have a material adverse effect on Purchaser or its ability to perform its
obligations under this Agreement.



4.4 Purchaser’s Examination. Purchaser and its representatives have been afforded the
opportunity to meet with, ask questions of and receive answers from the management of Seller in
connection with the determination by Purchaser to enter into this Agreement and consummate the
transactions contemplated hereby and thereby, and all such questions have been answered to the full
satisfaction of Purchaser.



4.5 Limitation on Warranties. Purchaser acknowledges and agrees that neither Seller
nor any other Person acting on behalf of Seller or any of its Affiliates or representatives has
made any representation or warranty, express or implied, as to the accuracy or completeness of any
information regarding Seller or the Assets, except as expressly set forth in this Agreement.



4.6 Brokers and Finders. No agent, broker, investment banker, financial advisor or
other firm or person is entitled to any brokerage, finder’s, financial advisor’s or other similar
fee or commission for which Seller or any of its Affiliates could become liable in connection with
the transactions contemplated by this Agreement as a result of any action taken by or on behalf of
Purchaser or any of its Subsidiaries.



ARTICLE V




COVENANTS




5.1 Preservation of Assets. From the date hereof to and including the Closing Date,
Seller (i) shall take no action, or suffer others under its control to take any action, that would
materially diminish the utility or value of the Assets, and (ii) shall not, nor shall it authorize
or permit any owner, directors, officers, employees, representatives or agents to, directly or
indirectly, encourage, solicit, initiate, facilitate or continue inquiries, discussions or
negotiations with, or provide any information to, any corporation, partnership, person or other
entity or group (other than Purchaser or its Affiliates) concerning any sale of the Assets to any
person other than Purchaser.



5.2 Efforts. Subject to the terms and conditions hereof, each party hereto shall use
its commercially reasonable efforts to consummate the transactions contemplated hereby as promptly
as practicable. The “commercially reasonable efforts” of Seller shall not require Seller, its
Affiliates or representatives to expend any money to remedy any breach of any representation or
warranty hereunder, to obtain any consent required for consummation of the transactions
contemplated hereby or to provide financing to Purchaser for consummation of the transactions
contemplated hereby; provided that if Seller, its Affiliates or representatives elect to
remedy such breach, Seller shall not be deemed to be in breach of such representation or warranty,
or in violation of any covenant for purposes of determining Purchaser’s obligations to consummate
the transactions contemplated hereby pursuant to Section 6.1.



5.3 Confidentiality. Section 5.6 of the Mayco Agreement is hereby
incorporated by reference, mutatis mutandis.



5.4 Public Announcements. Section 5.7 of the Mayco Agreement is hereby
incorporated by reference, mutatis mutandis.



5.5 Taxes. All federal, state, local, non-U.S. transfer, excise, sales, use, value
added, registration, stamp, recording, property and similar Taxes or fees applicable to, imposed
upon, or arising out of any transaction contemplated by this Agreement shall be split equally and
be paid by Purchaser and Seller.



5.6 Tax Proration. All personal property taxes or similar ad valorem obligations
levied with respect to the Assets for any taxable period falling entirely within the period before
the Closing Date shall be the responsibility of Seller. All personal property taxes or similar ad
valorem obligations levied with respect to the Assets for any taxable period that includes the
Closing Date and ends after the Closing Date, whether imposed or assessed before or after the
Closing Date, shall be the responsibility of Purchaser. If the exact amount of any personal
property taxes is not known on the Closing Date, such taxes shall be estimated based upon the best
available information on the Closing Date (i.e. the taxable value currently assigned to the Assets
and the most recent millage rate). There shall be no re-proration of personal property taxes after
Closing.



5.7 Disassembly and Relocation. Seller agrees to provide Purchaser with reasonable
access to the Facility to disassemble and relocate the Assets from the Facility, provided that
Purchaser shall be responsible for any damage or destruction to the Facility as a result of its
activities at the Facility. Until such time as the Assets are relocated from the Facility or the
Put Period expires, Seller agrees to permit Purchaser to store the Assets on the Facility as they
currently are, free of charge.



ARTICLE VI




CONDITIONS PRECEDENT TO PURCHASE AND SALE




The obligations of both parties to effect the contemplated purchase and sale of the Assets
under this Agreement are subject to the satisfaction (or waiver by the appropriate party or
parties) of the following conditions precedent to the conveyance of the Assets:



6.1 Warranties True as of Closing Date. Each of the representations and warranties of
Seller and Purchaser contained in Articles III and IV, respectively, shall be true
and correct as of the Closing Date as if made anew as of such date (except to the extent such
representations and warranties expressly relate to an earlier date (in which case, as of such
earlier date)).



6.2 Affiliate Transactions. The Affiliate Transactions shall have closed.



6.3 No Prohibition. No law or injunction shall have been adopted, promulgated or
entered by any Governmental Authority which prohibits, and no lawsuit, proceeding or investigation
shall be pending, which would be reasonably expected to prohibit the consummation of the
transactions contemplated hereby.



ARTICLE VII




[INTENTIONALLY OMITTED]

ARTICLE VIII




TERMINATION




8.1 Termination. This Agreement may be terminated at any time on or prior to the
Closing Date:



(a) With the mutual written consent of Purchaser and Seller;



(b) By Purchaser or Seller if the Affiliate Transactions have not have closed by December 1,
2014 (the “Termination Date”); provided, that the right to terminate this Agreement under this
Section 8.1(b) shall not be available to either party whose failure to fulfill any
obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing
to occur on or before the Termination Date;



(c) By Seller, if Purchaser shall have breached or failed to perform any of its
representations, warranties, covenants or other agreements contained in this Agreement, which
breach or failure to perform (A) would give rise to the failure of a condition set forth in Article
VI and (B) has not been or is incapable of being cured by Purchaser within thirty (30) calendar
days after its receipt of written notice thereof from Seller;



(d) By either of Purchaser or Seller if any Governmental Authority shall have issued an order,
decree or ruling or taken any other action permanently restraining, enjoining or otherwise
prohibiting the transactions contemplated by this Agreement, and such order, decree, ruling or
other action shall have become final and nonappealable.



Notwithstanding anything else contained in this Agreement, (i) this Agreement shall
automatically terminate without any further action by either party if all or a substantial portion
of the Affiliate Transactions are terminated, and (ii) the right to terminate this Agreement under
this Section 8.1 shall not be available to either party (a) that is in material breach of
its obligations hereunder or (b) whose failure to fulfill its obligations or to comply with its
covenants under this Agreement has been the cause of, or resulted in, the failure to satisfy any
condition to the obligations of either party hereunder.



8.2 Expenses. Whether or not the Option is exercised or the conveyance of the Assets
occurs, all out-of-pocket fees and expenses of each party incurred or paid by such party or on its
behalf in connection with this Agreement and the transactions contemplated hereby shall be paid by
the party incurring such fees and expenses.



8.3 Effect of Termination. In the event of termination of this Agreement by either
Purchaser, on the one hand, or Seller, on the other hand, as provided in Section 8.1, this
Agreement will forthwith become void and have no further force or effect, without any liability of
either party to the other; provided, however, that nothing in this Section
8.3 shall relieve either party of any liability for any breach by such party of this Agreement
prior to the date of any such termination.



ARTICLE IX




[INTENTIONALLY OMITTED]

ARTICLE X




MISCELLANEOUS




10.1 Amendment. This Agreement may be amended, modified or supplemented only in a
writing signed by Purchaser and Seller.



10.2 Notices. Any notice, request, instruction or other document to be given
hereunder by a party hereto shall be in writing and shall be deemed to have been given, (i) when
received if given in person or by courier or a courier service, (ii) on the date of transmission if
sent by confirmed facsimile, (iii) on the next Business Day if sent by an overnight delivery
service, or (iv) five Business Days after being deposited in the U.S. mail, certified or registered
mail, postage prepaid:



(a) If to Seller, addressed as follows:




West Coast Shot, Inc.


c/o Metalico, Inc.


186 North Ave. East


Cranford, NJ 07016


Attention: Michael J. Drury




with a copy (for informational purposes only) to:




Metalico, Inc.


186 North Ave. East


Cranford, NJ 07016


Attention: General Counsel



(b) If to Purchaser, addressed as follows:




Mayco (Nevada), LLC


1031 East 103rd Street


Chicago, Illinois 60628


Attention:  President




with a copy (for informational purposes only) to:




Imperial Acquisitions, LLC


1031 East 103rd Street


Chicago, Illinois 60628


Attention: Stuart Schwartz



or to such other individual or address as a party hereto may designate for itself by notice given
as herein provided.



10.3 Waivers. The failure of a party hereto at any time or times to require
performance of any provision hereof shall in no manner affect its right at a later time to enforce
the same. No waiver by a party of any condition or of any breach of any term, covenant,
representation or warranty contained in this Agreement shall be effective unless in writing, and no
waiver in any one or more instances shall be deemed to be a further or continuing waiver of any
such condition or breach in other instances or a waiver of any other condition or breach of any
other term, covenant, representation or warranty.



10.4 Counterparts. This Agreement may be executed in counterparts and such
counterparts may be delivered in electronic format (including by fax and email). Such delivery of
counterparts shall be conclusive evidence of the intent to be bound hereby and each such
counterpart and copies produced therefrom shall have the same effect as an original. To the extent
applicable, the foregoing constitutes the election of the Parties to invoke any law authorizing
electronic signatures.



10.5 Interpretation. The headings preceding the text of Articles and Sections
included in this Agreement are for convenience only and shall not be deemed part of this Agreement
or be given any effect in interpreting this Agreement. The use of the masculine, feminine or
neuter gender herein shall not limit any provision of this Agreement. The use of the terms
“including” or “include” shall in all cases herein mean “including, without limitation” or
“include, without limitation,” respectively. Underscored references to Articles, Sections or
Exhibits shall refer to those portions of this Agreement. Time is of the essence of each and every
covenant, agreement and obligation in this Agreement. Neither of Purchaser nor Seller shall be
deemed to be in breach of any covenant contained in this Agreement if such party’s deemed breach is
the result of any action or inaction on the part of the other party.



10.6 APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE
PRINCIPLES OF CONFLICTS OF LAW THEREOF.



10.7 Binding Agreement. This Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and permitted assigns.



10.8 Assignment. This Agreement and all of the provisions hereof shall be binding
upon and shall inure to the benefit of the parties hereto and their respective heirs, successors
and permitted assigns; provided that neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned (including by operation of law) by either party without the
prior written consent of the other party, provided further that,  Purchaser may, without the prior
written consent of Seller, assign all or any portion of its rights under this Agreement to PNC
Bank, National Association (“PNC”) and Enhanced Small Business Investment Company LP
(“Enhanced” and together with PNC, each a “Lender”) as collateral security for any
loans made by any Lender to Purchaser. For all purposes hereof, a transfer, sale or disposition
of a majority of the capital stock or other voting interest of Purchaser or Seller (whether by
contract or otherwise) shall be deemed an assignment hereunder. Any purported assignment in
contravention of this Section 10.8 shall be null and void.



10.9 Third Party Beneficiaries. This Agreement is solely for the benefit of the
parties hereto and no provision of this Agreement shall be deemed to confer upon third parties,
either express or implied, any remedy, claim, liability, reimbursement, cause of action or other
right.



10.10 Further Assurances. Upon the reasonable request of Purchaser or Seller, each
party will on and after the Closing Date execute and deliver to the other party such other
documents, assignments and other instruments as may be reasonably required to effectuate completely
the transactions contemplated hereby, and to effect and evidence the provisions of this Agreement
and the transactions contemplated hereby.



10.11 Entire Understanding. The Exhibits identified in this Agreement, if any, are
incorporated herein by reference and made a part hereof. This Agreement, together with the
Acquisition Agreements, and the documents referred to herein and therein, set forth the entire
agreement and understanding of the parties hereto and supersedes any and all prior agreements,
arrangements and understandings among the parties.



10.12 JURISDICTION OF DISPUTES. SUBJECT TO SECTION 10.6, IN THE EVENT EITHER
PARTY TO THIS AGREEMENT COMMENCES ANY LITIGATION, PROCEEDING OR OTHER LEGAL ACTION IN CONNECTION
WITH OR RELATING TO THIS AGREEMENT AND THE RELATED AGREEMENT OR ANY MATTERS DESCRIBED OR
CONTEMPLATED HEREIN OR THEREIN, WITH RESPECT TO ANY OF THE MATTERS DESCRIBED OR CONTEMPLATED HEREIN
OR THEREIN, THE PARTIES TO THIS AGREEMENT HEREBY (A) AGREE THAT SUBJECT TO SECTION 10.6,
ANY LITIGATION, PROCEEDING OR OTHER LEGAL ACTION SHALL BE INSTITUTED IN A COURT OF COMPETENT
JURISDICTION LOCATED WITHIN THE CITY OF NEW YORK, NEW YORK, WHETHER A STATE OR FEDERAL COURT;
(B) AGREE THAT IN THE EVENT OF ANY SUCH LITIGATION, PROCEEDING OR ACTION, SUCH PARTIES WILL CONSENT
AND SUBMIT TO PERSONAL JURISDICTION IN ANY SUCH COURT DESCRIBED IN CLAUSE (A) OF THIS
SECTION 10.12 AND TO SERVICE OF PROCESS UPON THEM IN ACCORDANCE WITH THE RULES AND STATUTES
GOVERNING SERVICE OF PROCESS (IT BEING UNDERSTOOD THAT NOTHING IN THIS SECTION 10.12 SHALL
BE DEEMED TO PREVENT EITHER PARTY FROM SEEKING TO REMOVE ANY ACTION TO A FEDERAL COURT IN NEW YORK,
NEW YORK); (C) AGREE TO WAIVE TO THE FULL EXTENT PERMITTED BY LAW ANY OBJECTION THAT THEY MAY NOW
OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH LITIGATION, PROCEEDING OR ACTION IN ANY SUCH COURT OR
THAT ANY SUCH LITIGATION, PROCEEDING OR ACTION WAS BROUGHT IN AN INCONVENIENT FORUM; AND (D) AGREE
THAT NOTHING HEREIN SHALL AFFECT THE RIGHTS OF EITHER PARTY TO EFFECT SERVICE OF PROCESS IN ANY
OTHER MANNER PERMITTED BY LAW.



10.13 WAIVER OF JURY TRIAL. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY
WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND
THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY
HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY
CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION,
SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE
IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY
HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION 10.13.



10.14 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 situation or in any other jurisdiction.
If the final judgment of a court of competent jurisdiction declares that any term or provision
hereof is invalid or unenforceable, the parties agree that the court making the determination of
invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the
term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable
term or provision with a term or provision that is valid and enforceable and that comes closest to
expressing the intention of the invalid or unenforceable term or provision, and this Agreement
shall be enforceable as so modified after the expiration of the time within which the judgment may
be appealed.



10.15 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, the language shall be construed as mutually chosen by the parties to express their mutual
intent, and no rule of strict construction shall be applied against either party. 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.



10.16 Counterparts. This Agreement may be executed by facsimile and in counterparts,
all of which shall be considered an original and one and the same agreement and shall become
effective when counterparts have been signed by each of the parties and delivered to the other
party, it being understood that all parties need not sign the same counterpart.



IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered
as of the date first above written.



	 	 	 	 	 
	MAYCO (NEVADA), LLC
	 	 
	By: :

	 	/s/
	 	Stuart Schwartz
	 

	 	 
	 	 






	 	 	 	 	 
	 	 



                Name:  Stuart Schwartz                        }
                Title: }Vice President                        }
                WEST COAST SHOT, INC.                         }
                By:    }   /s/    }   Michael J. Drury


                                              Name:  Michael J. Drury

                                              Title:  President
Name:
    	Stuart Schwartz	 	 	 
	 	 	Title:	Vice President	 	 	 
	 	 	WEST COAST SHOT, INC.	 	 	 	 
	 	 	By:	 	 	 	/s/	 	 	 	Michael J. Drury
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Name: Michael J. Drury

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Title: President