roi_ex101-71001.htm


    
      

    

     

     

    


    
      ASSET
        PURCHASE AGREEMENT

    

    
      


    

    
      BY
        AND
        AMONG

    

    
      


    

    
      RHINO
        OUTDOOR INTERNATIONAL, INC.,

      a
        Nevada
        corporation

    

    
      


    

    
      W.E.
        ROCK
        EVENT, INC.

      a
        Nevada
        corporation

    

    
      


    

    
      AND

    

    
      


    

    
      RICHARD
        C. KLEIN, II, doing business as

      W.E.
        ROCK

      a
        California sole proprietorship

    

    
      


    

    
      


    

    
      SEPTEMBER
        28, 2007

    

     

    
 

    
      
        

      



    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    TABLE
      OF
      CONTENTS

    


    
      	1.	Definitions 	
               1

            
	2.	Basic
              Transaction 	
               3

            
	 	(a)Purchase
              and Sale of
              Assets 	
               3

            
	 	(b)Assumption
              of
              Liabilities 	
               3

            
	 	(c)Purchase
              Price 	
               3

            
	 	(d)Security
              Agreement 	
               3

            
	 	(e)The
              Closing 	
               3

            
	 	(f)Deliveries
              at the
              Closing 	
               3

            
	 	(g)Allocation 	
               3

            
	3.	Representations
              and Warranties of Klein	
               

            
	 	(a)   Noncontravention	
               4

            
	 	(b)Brokers'
              Fees 	
               4

            
	 	(c)Title
              to Acquired
              Assets 	
               4

            
	 	(d)
              Rhino Shares/Investment	
               4

            
	 	(e)Disclaimer
              of other
              Representations and Warranties 	
               5

            
	4.	Representations
              and Warranties of Buyers 	
               5

            
	 	(a)Organization
              of Rhino and
              Buyers 	
               5

            
	 	(b)Authorization
              of
              Transaction 	
               5

            
	 	(c)Noncontravention 	
               5

            
	 	(d)Brokers'
              Fees 	
               6

            
	 	(e)Rhino
              Shares	
               6

            
	5.	Pre-Closing
              Covenants 	
               6

            
	 	(a)General 	
               6

            
	 	(b)Ownership
              of Acquired
              Assets 	
               6

            
	 	(c)Confidentiality	
               6

            
	6. 	Conditions
              to Obligation to Close 	
               6

            
	 	(a)Conditions
              to Obligation of
              Buyers 	
               6

            
	 	(b)Conditions
              to Obligation of
              Klein 	
               7

            
	7.	Termination	
               8

            
	 	(a)Termination
              of
              Agreement 	
               8

            
	 	(b)Effect
              of
              Termination 	
               8

            
	8. 	Indemnification 	
               8

            
	 	(a)Indemnification
              Provisions for
              Benefit of the Buyers 	
               8

            
	 	(b)Indemnification
              Provisions for
              Benefit of Klein 	
               8

            
	 	(c)Matters
              Involving Third
              Parties 	
               9

            
	 	(d)Limitation
              of Liability	
               9

            
	9. 	Miscellaneous	
               10

            
	 	(a)Survival
              of Representations and
              Warranties	
               10

            
	 	(b)Press
              Releases and Public
              Announcements 	
               10

            
	 	(c)No
              Third-Party
              Beneficiaries 	
               10

            
	 	(d)Entire
              Agreement 	
               10

            
	 	(e)Succession
              and
              Assignment 	
               10

            
	 	(f)Counterparts 	
               10

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	(g)Headings 	
               10

            
	 	(h)Notices 	
               10

            
	 	(i)Governing
              Law 	
               11

            
	 	(j)Amendments
              and
              Waivers 	
               12

            
	 	(k)Severability	
               12

            
	 	(l)Construction 	
               12

            
	 	(m)Incorporation
              of Exhibits and
              Schedules 	
               12

            


    

     

    
      	
              Exhibit
                2(b)

            	
              Assumption
                Agreement

            


    

    
      	
              Exhibit
                2(c)

            	
              Secured
                Convertible Promissory Note

            


    

    
      	
              Exhibit
                2(d)

            	
              General
                Security Agreement

            


    

    
      	
              Exhibit
                2(f)(i)

            	
              Bill
                of Sale

            


    

    
      	
              Schedule
                A

            	
              Acquired
                Assets

            


    

    
      	
              Schedule
                B

            	
              Assumed
                Liabilities

            


    

    


    


    


     

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ASSET
      PURCHASE AGREEMENT

    


    This
      Asset Purchase Agreement (“Agreement”) is entered into this 28th day of
      September, 2007, by and among Rhino Outdoor International, Inc., a Nevada
      corporation (“Rhino”), W.E Rock Event, Inc., a Nevada corporation
      (collectively referred to as "Buyer" or “Buyers”) and Richard C. Klein,
      II, doing business as W.E. Rock, a California sole proprietorship
      (“Klein”).  Buyers and Klein are the only parties to this
      Agreement and are sometimes referred to herein singularly as a “Party”
and collectively herein as the "Parties."

    


    RECITALS

    


    WHEREAS,
      Rhino Outdoor International,
      Inc. and Klein entered into a Letter of Intent for the acquisition of assets
      dated August 28, 2007.

    


    WHEREAS,
      WE Rock Event, Inc is the
      newly formed wholly-owned subsidiary of Rhino  referred to in the
      Letter of Intent as Acquisition Subsidiary.

    


    WHEREAS,
      Buyers wish to purchase certain of the assets and to assume certain of the
      liabilities of Klein, and Klein desires to sell and assign such assets and
      liabilities to Buyers, pursuant to the Letter of Intent and subject to the
      terms
      and conditions of this Agreement.

    


    NOW,
      THEREFORE, in consideration of the premises and the mutual promises herein
      made,
      and in consideration of the representations, warranties, and covenants herein
      contained, the Parties agree as follows.

    


    1.       Definitions.
      When used in this Agreement, the terms set forth below and those defined
      throughout the Agreement when initially capitalized shall have the meanings
      ascribed to them.

    


    "Adverse
      Consequences" means all legal actions, suits, proceedings, hearings,
      governmental investigations, complaints, claims, demands, injunctions,
      judgments, orders, decrees, rulings, damages, penalties, fines, costs,
      liabilities, obligations, taxes, liens, losses, expenses, and fees outside
      the
      ordinary course of business, including litigation costs and reasonable
      attorneys' fees and expenses.

    


    "Acquired
      Assets" means all of
      the right, title, and interest that Klein possesses and has the right to
      transfer in and to the assets set forth in Schedule A attached hereto and
      incorporated by this reference.

    


    "Assumed
      Liabilities" means the
      liabilities and obligations of Klein set forth in Schedule B  attached
      hereto and incorporated by this reference.

    


    "Closing"
      has the meaning set forth in Section 2(d) below.

    


    "Closing
      Date" has the meaning set forth in Section 2(d) below.

    


    "Code"
      means the Internal
      Revenue Code of 1986, as amended.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    "Confidential
      Information" means any confidential, trade secret or other proprietary
      information (in whatever form or media, and whether or not marked as
      confidential) pertaining to Klein, including without limitation any and all
      information, documents and other materials concerning the business and affairs
      of Klein that is not already generally available to the public at the time
      of
      disclosure to Buyers hereunder.

    


    "GAAP"
      means United States generally accepted accounting principles as in effect from
      time to time.

    


    "Income
      Tax" means any federal, state, local, or foreign income tax, including any
      interest, penalty, or addition thereto, whether disputed or not.

    


    "Income
      Tax Return" means any return, declaration, report, claim for refund, or
      information return or statement relating to Income Taxes, including any schedule
      or attachment thereto.

    


    "Knowledge"
      means actual knowledge without independent investigation.

    


    "Ordinary
      Course of Business" means the ordinary course of business consistent with
      past custom and practice, including with respect to quantity and
      frequency.

    


    "Party"
      has the meaning set forth in the preface above.

    


    "Person"
      means an individual, a partnership, a corporation, an association, a joint
      stock
      company, a trust, a joint venture, an unincorporated organization, or a
      governmental entity (or any department, agency, or political subdivision
      thereof).

    


    "Purchase
      Price" has the meaning set forth in Section 2(c) below.

    


    "Securities
      Act" means the Securities Act of 1933, as amended.

    


    "Securities
      Exchange Act" means the Securities Exchange Act of 1934, as
      amended.

    


    "Security
      Interest" means any mortgage, pledge, lien, encumbrance, charge, or other
      security interest, other than (a) mechanic's, materialmen's, and similar
      liens, (b) liens for taxes not yet due and payable or for taxes that the
      taxpayer is contesting in good faith through appropriate proceedings, (c)
      purchase money liens and liens securing rental payments under capital lease
      arrangements, and (d) other liens arising in the Ordinary Course of Business
      and
      not incurred in connection with the borrowing of money.

    


    "Subsidiary"
      means any corporation with respect to which a specified Person (or a Subsidiary
      thereof) owns a majority of the common stock or has the power to vote or direct
      the voting of sufficient securities to elect a majority of the
      directors.

    


    2.       Basic
      Transaction.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (a)   
      Purchase and Sale of Assets.  On and subject to the terms and
      conditions of this Agreement, Buyers agrees to purchase from Klein, and Klein
      agrees to sell, transfer, convey, and deliver to Buyers, all of the Acquired
      Assets at the Closing for the consideration specified below in this Section
      2.

    


    (b)   
      Assumption of Liabilities.  On and subject to the terms and
      conditions of this Agreement, Buyer agrees to assume and become responsible
      for
      all of the Assumed Liabilities at the Closing pursuant to the Assumption
      Agreement in the form attached hereto as Exhibit 2(b).

    


    (c)   
      Purchase Price.  The purchase price to be paid by Buyers for
      the Acquired Assets will be $179,500.00 payable as follows:

    


    
      	
               

            	
              (i)

            	
              The
                assumption of the Assumed
                Liabilities

            


    

    


    
      	
               

            	
              (ii)

            	
              The
                delivery by Buyers of its non-negotiable secured convertible demand
                promissory note (“Buyers Note”) in the principal amount of
                $100,000.00. The Note shall be in the form as described in the attached
                Exhibit 2(c).

            


    

    


    (d)   
      Security Agreement.   Klein will hold a security interest
      in the Acquired Assets pursuant to the General Security Agreement (“Security
      Agreement”) in the form attached hereto as Exhibit 2(d).

    


    (e)   
      The Closing.  The closing of the transactions contemplated by
      this Agreement ("Closing") shall take place at Townsend and Townsend
      and Crew LLP, 379 Lytton Avenue, Palo Alto, CA 94301 on the day this Agreement
      is  signed and executed  or such other date as the Parties
      may mutually determine ( Closing Date");

    


    (f)   
      Deliveries at the Closing.  In addition to any other documents
      to be delivered under other provisions of this Agreement, at the
      Closing:

    


    
      	
            	
              (i)

            	
              Klein
                will execute and deliver to Buyers:

            


    

    


    
      	
            	
              (A)

            	
              a
                bill of sale for the Acquired Assets in the form attached hereto
                as
                Exhibit  2(f)(i);

            


    

    


    
      	
            	
              (B)

            	
              such
                other deeds, bills of sale, assignments, certificates of title, documents
                and other instruments as may reasonably be requested by Rhino or
                Buyers,
                each in a form and substance satisfactory to Rhino and /or Buyers,
                as the
                case may be, and their legal
                counsel;

            


    

    


    
      	
            	
              (ii)

            	
              Buyers
                will execute and  deliver to
                Klein:

            


    

    


    
      	
            	
              (A)

            	
              the
                Buyers Note and the Security Agreement to
                Klein;

            


    

    


    
      	
            	
              (B)

            	
              the
                Assumption Agreement;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (g)   
      Allocation.  The Parties agree to cooperate with each other in
      connection with the preparation, execution and filing of IRS Form 8594 related
      to allocation of the Purchase Price; and (iii) they shall promptly advise each
      other regarding the existence of any tax audit controversy or litigation related
      to such allocation.  The parties acknowledge and agree that, for tax
      purposes, Buyers are acquiring all substantial rights to the Acquired
      Assets.

    


    3.       Representations
      and Warranties of Klein.  Klein represents and warrants to Buyers
      that the statements contained in this Section 3 are correct and complete as
      of
      the date of this Agreement and will be correct and complete as of the Closing
      Date, as though made then and as though the Closing Date were substituted for
      the date of this Agreement throughout this Section

    


    (a)   
      Noncontravention.  Neither the execution and the delivery of
      this Agreement, nor the consummation of the transactions contemplated hereby,
      including the assignments and assumptions referred to in Section 2 above, will
      (i) violate any constitution, statute, regulation, rule, injunction, judgment,
      order, decree, ruling, charge, or other restriction of any government,
      governmental agency, or court to which Klein is subject, or (ii) conflict with,
      result in a breach of, constitute a default under, result in the acceleration
      of, create in any party the right to accelerate, terminate, modify, or cancel,
      or require any notice under any agreement, contract, lease, license, instrument,
      or other arrangement to which Klein is a party or by which he is bound or to
      which any of his assets is subject, or result in the imposition of any Security
      Interest upon any of his assets, except where the violation, conflict, breach,
      default, acceleration, termination, modification, cancellation, failure to
      give
      notice, or Security Interest would not have a material adverse effect or on
      the
      ability of the Parties to consummate the transactions contemplated by this
      Agreement.  Klein shall not be required to give any notice to, make
      any filing with, or obtain any authorization, consent, or approval of any
      government or governmental agency in order for the Parties to consummate the
      transactions contemplated by this Agreement, including the assignments and
      assumptions referred to in Section 2 above, except where the failure to give
      notice, to file, or to obtain any authorization, consent, or approval would
      not
      have a material adverse effect on the ability of the Parties to consummate
      the
      transactions contemplated by this Agreement.

    


    (b)   
      Brokers' Fees.  Klein has no liability or obligation to pay any
      fees or commissions to any broker, finder, or agent with respect to the
      transactions contemplated by this Agreement for which Buyers could become liable
      or obligated.

    


    (c)   
      Title to  Assets.   Klein has good and
      marketable  title to the Acquired Assets free of any liens and
      encumbrances.

    


    (d)   
      Rhino Shares/Investment.  Klein (i) understands that the shares
      of Rhino Outdoor International, Inc. Common Stock (“Rhino Shares”)
      which may be issued to him upon the exercise of the conversion privileges
      pursuant to the Buyers Note will not have been registered under the Securities
      Act, or under any state securities laws, and will be issued in reliance upon
      federal and state exemptions for transactions not involving any public offering,
      and (ii) Klein is acquiring the Rhino Shares solely for his own account for
      investment purposes, and not with a view to the distribution thereof.
      Klein  acknowledges and agrees that the certificate evidencing the
      Rhino Shares will include a legend reading substantially as
      follows:

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    "THE
      SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933.  THE SHARES HAVE BEEN ACQUIRED WITHOUT A VIEW
      TO DISTRIBUTION AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR
      HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE
      SHARES UNDER THE ACT AND UNDER ANY APPLICABLE SECURITIES LAWS, OR AN OPINION
      OF
      COUNSEL ACCEPTABLE TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED
      AS
      TO SUCH SALE OR OFFER.”

    


    Rhino
      Outdoor International, Inc. will provide any necessary opinion of counsel in
      order to enable Klein to remove the above-mentioned legend a the appropriate
      time.  Such opinion will not be unreasonably withheld or delayed by
      Rhino.

    


    (e)   
      Disclaimer of other Representations and Warranties.  Except as
      expressly set forth in this Section 3, Klein makes no representation or
      warranty, express or implied, at law or in equity, in respect of the Acquired
      Assets and the Assumed Liabilities with respect to merchantability or fitness
      for any particular purpose, and any such other representations or warranties
      are
      hereby expressly disclaimed.  Buyers hereby acknowledge and agree
      that, except to the extent specifically set forth in this Section 3, it is
      purchasing the Acquired Assets on an "as-is, where-is" basis.  Without
      limiting the generality of the foregoing, Klein makes no representation or
      warranty regarding any assets other than the Acquired Assets or any liabilities
      other than the Assumed Liabilities, and none shall be implied at law or in
      equity.

    


    4.     
      Representations and Warranties of Buyers. Buyers represent and warrant to
      Klein that the statements contained in this Section 4 are correct and complete
      as of the date of this Agreement and will be correct and complete as of the
      Closing Date, as though made then and as though the Closing Date were
      substituted for the date of this Agreement throughout this Section
      4.

    


    (a)   
      Organization of Buyers.  Buyers are corporations duly
      organized, validly existing, and in good standing under the laws of the
      jurisdiction of their incorporation.

    


    (b)   
      Authorization of Transaction.  Buyers have full power and
      authority, including full corporate power and authority,  to execute
      and deliver this Agreement and to perform its obligations
      hereunder.  Without limiting the generality of the foregoing, the
      board of directors of Buyers, respectively, have duly authorized the execution,
      delivery, and performance of this Agreement by Buyers,
      respectively.  This Agreement constitutes the valid and legally
      binding obligation of Buyers, enforceable in accordance with its terms and
      conditions.

    


    (c)   
      Noncontravention.  Neither the execution and the delivery of
      this Agreement, nor the consummation of the transactions contemplated hereby
      (including the assignments and assumptions referred to in Section 2 above),
      will
      (i) violate any constitution, statute, regulation, rule, injunction, judgment,
      order, decree, ruling, charge, or other restriction of any government,
      governmental agency, or court to which Buyers are subject or any provision
      of
      their respective charter or bylaws or (ii) conflict with, result in a breach
      of,
      constitute a default under, result in the acceleration of, create in any party
      the right to accelerate, terminate, modify, or cancel, or require any notice
      under any agreement, contract, lease, license, instrument, or other arrangement
      to which Buyers are a party or by which they are each bound or to which any
      of
      their respective assets is subject.  

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Neither
      Buyer needs to give any notice to, make any filing with, or obtain any
      authorization, consent, or approval of any government or governmental agency
      in
      order for the Parties to consummate the transactions contemplated by this
      Agreement, including the assignments and assumptions referred to in Section
      2
      above.

    


    (d)    Brokers'
      Fees.  Buyers  have no liability or obligation to pay
      any fees or commissions to any broker, finder, or agent with respect to the
      transactions contemplated by this Agreement for which Klein  could
      become liable or obligated.

    


    (e)   
Rhino
      Shares.  Subject to Rule 144 promulgated under the Securities Act
      and other applicable state securities laws, when issued pursuant to the
      conversion of the Buyers Note the Rhino Shares will be duly issued and
      outstanding Common Stock and will not be subject to any Security Interest or
      other transfer restrictions other than under the Securities Act or applicable
      state securities laws.

    


    5.     
      Pre-Closing Covenants.  The Parties agree as follows with
      respect to the period between the execution of this Agreement and the
      Closing.

    


    (a)   
      General.  Each of the Parties will use its reasonable best
      efforts to take all action and to do all things necessary in order to consummate
      and make effective the transactions contemplated by this Agreement, including
      satisfaction, but not waiver, of the closing conditions set forth in Section
      6
      below.

    


    (b)   
      Ownership of Acquired Assets.  Klein will not engage in any
      practice, take any action, or enter into any transaction which will have the
      affect of causing an Adverse Consequence to the Acquired Assets.

    


    (c)   
      Confidentiality.   Each of the Parties will treat and hold in
      the strictest confidence any Confidential Information it receives from the
      other
      in the course of the negotiation and preparation of this Agreement and will
      not
      use any of the Confidential Information except in connection with this
      Agreement, and in addition shall not directly or indirectly disclose, copy,
      distribute, republish or allow any third party to have access to any
      Confidential Information except to the extent necessary to effect the
      transactions contemplated under this Agreement, and in such cases solely to
      their respective officers, counsel, accountants and similar agents, and, if this Agreement
      is
      terminated for any reason whatsoever, will return to Klein all tangible
      embodiments, and all copies of the Confidential Information which are in their
      respective possession, custody or control.

    


    6.     
      Conditions to Obligation to Close.

    


    (a)   
      Conditions to Obligation of Buyers.  The obligation of Buyers
      to consummate the transactions to be performed by them in connection with the
      Closing is subject to satisfaction of the following conditions:

    


    
      	
            	
              (i)

            	
              the
                representations and warranties set forth in Section 3 above shall
                be true
                and correct in all material respects at and as of the Closing
                Date;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              (ii)

            	
              Klein
                shall have performed and complied with all of its covenants hereunder
                in
                all material respects through the
                Closing;

            


    

    


    
      	
            	
              (iii)

            	
              there
                shall not be any injunction, judgment, order, decree, ruling, or
                charge in
                effect preventing consummation of any of the transactions contemplated
                by
                this Agreement;

            


    

    


    
      	
            	
              (iv)

            	
              all
                actions to be taken by Klein in connection with consummation of the
                transactions contemplated hereby and all certificates, instruments,
                and
                other documents required to effect the transactions contemplated
                hereby
                will be reasonably satisfactory in form and substance to
                Buyers.  Delivery of past financial statements or records by
                Klein, however will not be condition to the
                Closing.

            


    

    


    Buyers
      may waive any condition
      specified in this Section 6(a) if they execute a writing so stating at or prior
      to the Closing.

    


    (b)   
      Conditions to Obligation of Klein.  The obligation of Klein to
      consummate the transactions to be performed by him in connection with the
      Closing is subject to satisfaction of the following conditions:

    


    
      	
            	
              (i)

            	
              the
                representations and warranties set forth in Section 4 above shall
                be true
                and correct in all material respects at and as of the Closing
                Date;

            


    

    


    
      	
            	
              (ii)

            	
              Buyers
                shall have performed and complied with all of their covenants hereunder
                in
                all material respects through the
                Closing;

            


    

    


    
      	
            	
              (iii)

            	
              there
                shall not be any injunction, judgment, order, decree, ruling, or
                charge in
                effect preventing consummation of any of the transactions contemplated
                by
                this Agreement;

            


    

    


    
      	
            	
              (iv)

            	
              Buyers
                shall have delivered to Klein a certificate executed by their respective
                Officers to the effect that each of the conditions specified above
                in
                Section 6(b)(i)-(iii) is satisfied in all respects, along with copies
                of
                resolutions of the Boards of Directors of Buyers, respectively,
                authorizing this Agreement and the transactions contemplated
                hereunder.

            


    

    


    
      	
            	
              (v)

            	
              all
                actions to be taken by Buyers in connection with consummation of
                the
                transactions contemplated hereby and all certificates, instruments,
                and
                other documents required to effect the transactions contemplated
                hereby
                will be reasonably satisfactory in form and substance to
                Klein.

            


    

    


    Klein
      may waive any condition specified
      in this Section 6(b) if it executes a writing so stating at or prior to the
      Closing.

    


    7.     
      Termination.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (a)   
      Termination of Agreement.  The Parties may terminate this
      Agreement as provided below:

    


    
      	
            	
              (i)

            	
              The
                Parties may terminate this Agreement by written consent of all Parties
                at
                any time prior to the Closing;

            


    

    


    
      	
            	
              (ii)

            	
              Buyers
                may terminate this Agreement by giving written notice to Klein at
                any time
                prior to the Closing  in the event Klein has breached
                any  representation, warranty, or covenant contained in this
                Agreement in any material respect, Buyers have notified Klein of
                the
                breach, and the breach has continued without cure for a period of
                thirty
                (30) days after the notice of breach;
                and

            


    

    


    
      	
            	
              (iii)

            	
              Klein
                may terminate this Agreement by giving written notice to Buyers at
                any
                time prior to the Closing in the event Buyers have breached any material
                representation, warranty, or covenant contained in this Agreement
                in any
                material respect, Klein has notified Buyers of the breach, and the
                breach
                has continued without cure for a period of thirty (30) days after
                the
                notice of breach.

            


    

    


    (b)   
      Effect of Termination.  If any Party terminates this Agreement
      pursuant to Section 7(a) above, all rights and obligations of the Parties
      hereunder shall terminate without any liability of any Party to any other Party,
      except for any liability of any Party then in breach; provided, however,
      that the confidentiality provisions contained in Section 5(c) above shall
      survive termination.

    


    8.     
      Indemnification.

    


    (a)   
      Indemnification Provisions for Benefit of Buyers.

    


    
      	
            	
              (i)

            	
              In
                the event Klein breaches any of his representations, warranties,
                and
                covenants contained in this Agreement, then Klein agrees to indemnify
                each
                Buyer, their respective directors, officers, shareholders, agents,
                attorneys and employees (each, a “Buyer Indemnified Party”) from
                and against any Adverse Consequences a Buyer Indemnified Party shall
                suffer through and after the date of the claim for indemnification
                caused
                by the breach; provided, however, that Klein shall not have any
                obligation to indemnify a Buyer Indemnified Party from and against
                any
                Adverse Consequences until the Buyer Indemnified Party has suffered
                Adverse Consequences by reason of all such breach in excess
                of  Two Hundred Thousand Dollars ($200,000).  If the
                Buyer Indemnified Party has suffered Adverse Consequences greater
                than
                $200,000, Klein will indemnify Buyer Indemnified Party for no more
                than
                $25,000.

            


    

    


    (b)   
      Indemnification Provisions for Benefit of Klein.

    


    
      	
            	
              (i)

            	
              In
                the event Buyers breaches any of their representations, warranties,
                and
                covenants contained in this Agreement, including the Assumption Agreement
                and other exhibits attached hereto, then Rhino and Buyers agree to
                indemnify Klein, his agents, attorneys and employees (each, a “Klein
                Indemnified Party”) from and against the entirety of any Adverse
                Consequences a Klein Indemnified Party shall suffer through and after
                the
                date of the claim for indemnification caused by the
                breach.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              (ii)

            	
              Buyers
                agrees to indemnify each Klein Indemnified Party from and against
                the
                entirety of any Adverse Consequences such Klein Indemnified Party
                shall
                suffer due to or arising from any liability of Klein which is an
                Assumed
                Liability.

            


    

    


    
      	
            	
              (iii)

            	
              In
                the event Rhino breaches any of its representations, warranties,
                and
                covenants contained in this Agreement, including the exhibits attached
                hereto, then Rhino agrees to indemnify each Klein Indemnified Party
                from
                and against the entirety of any Adverse Consequences a Klein Indemnified
                Party shall suffer through and after the date of the claim for
                indemnification caused by the breach.  Rhino shall have no
                obligation to indemnify any Klein Indemnified Party from and against
                any
                Adverse Consequences such Klein Indemnified Party shall suffer due
                to or
                arising from any liability of Klein which is an Assumed
                Liability.

            


    

    


    (c)   
      Matters Involving Third Parties.

    


    
      	
            	
              (i)

            	
              If
                any third party shall notify any Party ( "Indemnified Party")
                with respect to any matter ( "Third Party Claim") which may
                give rise to a claim for indemnification against any other Party
                ("Indemnifying Party") under this Section 8, then the Indemnified
                Party shall promptly, and in any event within seven (7) business
                days
                after receiving notice of the Third Party Claim, notify the Indemnifying
                Party thereof in writing.

            


    

    


    
      	
            	
              (ii)

            	
              Any
                Indemnifying Party will have the right at any time to assume and
                thereafter conduct the defense of the Third Party Claim with counsel
                of
                its choice reasonably satisfactory to the Indemnified Party; provided,
                however, that the Indemnifying Party will not consent to the entry of
                any judgment or enter into any settlement with respect to the Third
                Party
                Claim without the prior written consent of the Indemnified Party,
                not to
                be withheld unreasonably, unless the judgment or proposed settlement
                involves only the payment of money damages without any admission
                of
                liability and does not impose an injunction or other equitable relief
                upon
                the Indemnified Party.

            


    

    


    
      	
            	
              (iii)

            	
              Unless
                and until an Indemnifying Party assumes the defense of the Third
                Party
                Claim as provided in Section 8(c)(ii) above, however, the Indemnified
                Party may defend against the Third Party Claim in any manner it reasonably
                may deem appropriate.

            


    

    


    
      	
            	
              (iv)

            	
              In
                no event will the Indemnified Party consent to the entry of any judgment
                or enter into any settlement with respect to the Third Party Claim
                without
                the prior written consent of the Indemnifying Party, not to be withheld
                unreasonably.

            


    

    


    (d)   
      Limitation of Liability.  Klein's total liability under this
      Agreement for any claim of indemnity, or for any other liability or damages
      whatsoever, shall not exceed $25,000 in the aggregate.

    


    9.     
      Miscellaneous.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (a)   
      Survival of Representations and Warranties.  All of the
      representations and warranties of the Parties contained in this Agreement shall
      survive the Closing hereunder, except as otherwise expressly provided
      herein.

    


    (b)   
      Press Releases and Public Announcements.  No Party shall issue
      any press release or make any public announcement relating to the subject matter
      of this Agreement without the prior written approval of the other Party;
      provided, however, that any Party may make any public disclosure it believes
      in
      good faith is required by applicable law or any listing or trading agreement
      concerning publicly-traded securities, in which case the disclosing Party will
      use its best efforts to advise the other Party prior to making the
      disclosure.

    


    (c)   
      No Third-Party Beneficiaries.  This Agreement shall not confer
      any rights or remedies upon any Person other than the Parties and their
      respective successors and permitted assigns.

    


    (d)   
      Entire Agreement.  This Agreement, including the documents
      referred to herein, constitutes the entire agreement between the Parties and
      supersedes any prior understandings, agreements, or representations by or
      between the Parties, written or oral, related to the subject matter
      hereof.

    


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

    


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

    


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

    


    (h)   
      Notices.  All notices, requests, demands, claims, and other
      communications hereunder will be in writing.  Any notice, request,
      demand, claim, or other communication hereunder shall be in writing and shall
      be  deemed given to a Party when (a) delivered to the appropriate
      address by hand or by nationally recognized courier service, costs prepaid;
      (b)
      sent by facsimile or e-mail with confirmation of transmission by the
      transmitting equipment; or (c) received or rejected by the addressee, if sent
      by
      registered or certified mail, return receipt requested, postage prepaid, in
      each
      case to the following addresses, facsimile numbers or e-mail addresses and
      marked to the attention of the person designated as set forth
      below:

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    If
      to
      Buyers:

    


    Howard
      Pearl

    1191
      Center Point Drive

    Henderson,
      NV 89704

    Facsimile:

    E-mail:

    


    Copy
      to:

    


    Robert
      C.
      Laskowski

    Attorney
      at Law

    520
      SW
      Yamhill, Suite 600

    Portland,
      OR 97204

    Facsimile:
      (503) 227-2980

    E-mail:
      Roblaw@hevanet.com

    


    


    If
      to
      Klein:

    


    Richard
      C. Klein II

    2915
      Molly Lane

    Placerville,
      CA 95667

    Facsimile:

    E-mail:

    


    Copy
      to:

     

    William
      N. Gerson

    Attorney-at-Law

    Townsend
      and Townsend and Crew LLP

    Technology
      Transactions Practice Group

    379
      Lytton Avenue

    Palo
      Alto, CA 94301

    Facsimile:
      (650) 649-1824

    E-mail:
      wgerson@townsend.com

    


    


    Any
      Party
      may change the address to which notices, requests, demands, claims, and other
      communications hereunder are to be delivered by giving the other Party notice
      in
      the manner herein set forth.

    


    (i)   
      Governing Law.  This Agreement shall be governed by and
      construed in accordance with the domestic laws of the State of Nevada without
      giving effect to any choice or conflict of law provision or rule. Each Party
      hereby submits to the exclusive jurisdiction and venue of the state courts
      located in Clark County, Nevada  and federal courts located in Nevada
      over any dispute arising under this Agreement.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

    


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

    


    (l)   
      Construction.  The Parties have participated jointly in the
      negotiation and drafting of this Agreement.  In the event an ambiguity
      or question of intent or interpretation arises, this Agreement shall be
      construed as if drafted jointly by the Parties and no presumption or burden
      of
      proof shall arise favoring or disfavoring any Party by virtue of the authorship
      of any of the provisions of this Agreement.  Any reference to any
      federal, state, local, or foreign statute or law shall be deemed also to refer
      to all rules and regulations promulgated thereunder, unless the context requires
      otherwise.  The word "including" shall mean including without
      limitation.

    


    (m)   
      Incorporation of Exhibits and Schedules.  The Exhibits and
      Schedules identified in this Agreement are incorporated herein by reference
      and
      made a part hereof.

    


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

    


    


    


    RHINO
      OUTDOOR INTERNATIONAL, INC

    a
      Nevada
      corporation

    


    By:
      /s/ HOWARD PEARL     
                    


    Name:         
      Howard
      Pearl                           


    Title:
      Chief Executive
      Officer                     


    
      Dated:             
        September 28,
        2007            




    


    W.E.
      ROCK
      EVENT, INC.

    a
      Nevada
      corporation

    


    By:
      /s/ WALT
      TATUM                             


    Name:   
      Walt
      Tatum                                   


    Title:
      Secretary/Treasurer                          


    
      Dated:             
        September 28,
        2007            




    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    /s/
      RICHARD C. KLEIN
      II                          

    RICHARD
      C. KLEIN II

    Dated:             
      September 28,
      2007            


     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Exhibit
      2(b)

    Assumption
      Agreement

    
       

       

      ASSUMPTION
        AGREEMENT

      


      THIS
        ASSUMPTION AGREEMENT (“Assumption”) is made and entered into effective
        as of September 28, 2007 by and between Richard C. Klein II, doing business
        as
        W.E. Rock (“Assignor”), and W.E. Rock Event, Inc., a Nevada corporation
        (“Assignee”).  All capitalized terms used herein that are
        defined in the Agreement, defined below, shall have the same meaning herein
        as
        specified in the Agreement, unless otherwise expressly defined
        herein.

      


      RECITALS

      


      WHEREAS,
        Assignor is selling and transferring to Assignee substantially all of the
        assets
        of Assignor’s business pursuant to an Asset Purchase Agreement dated September
        28, 2007 (“the APA”) by and between Assignee and Assignor;
        and

      


      WHEREAS,
        pursuant to the Agreement, Assignee is to assume certain liabilities of
        Assignor.

      


      NOW,
        THEREFORE, in consideration of the foregoing, of the mutual covenants herein
        set
        forth and of other good and valuable consideration, the receipt and sufficiency
        of which is hereby acknowledged, the parties hereto hereby agree as
        follows:

       

      1.   
Assumption
        of
        Obligations.

      


      Assignee
        hereby assumes and agrees to pay, perform, fulfill and discharge in full,
        as and
        when due, all liabilities and obligations arising under or pursuant to the
        Assumed Liabilities as defined in the APA.  Assignee agrees that, upon
        Assignor’s reasonable request, it shall do, execute, acknowledge, and deliver
        all acts, deeds, instruments of transfer, agreements and other documents
        as may
        be reasonably required to further effect and evidence the assumption of
        liabilities hereunder.

      


      


      2.   
        Effect.

      


      This
        Assumption shall be binding upon and shall inure to the benefit of the parties
        hereto and their respective heirs, executors, legal representatives, successors
        and assigns.  This Assumption is being delivered pursuant to the
        Agreement, shall be construed consistently therewith, and is subject to all
        of
        the terms and conditions thereof.

      


      3.   
Governing
        Law.

      


      This
        Assumption and all performances hereunder shall be governed by and construed
        in
        accordance with the laws of the State of Nevada

      


      4.   
        Modifications.

      


      This
        Assumption may not be altered or amended and no rights hereunder may be waived
        except by an instrument in writing signed by all parties hereto.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      5.   
        Counterparts.  This Agreement may be executed in one or more
        counterparts, each of which shall be deemed an original but all of which
        together will constitute one and the same instrument.

      


      


      IN
        WITNESS WHEREOF, the parties hereto have duly executed this Assumption as
        of the
        day and year first set forth above.

       

      
        	
                ASSIGNOR:

              	 	 	
                ASSIGNEE:

              	 
	 	 	 	 	 
	 	 	 	W.E.
                ROCK EVENT, INC.	 
	 	 	 	 	 
	
                /s/
                  RICHARD C.
                  KLEIN II

              	 	By:	
                /s/
                  HOWARD
                  PEARL

              	 
	
                Richard
                  C. Klein
                  II

              	 	Name:	
                Howard
                  Pearl

              	 
	
                 

              	 	Title:	
                Chief
                  Executive Officer

              	 


      

       

      


      


      


      


      


    

    
 

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Exhibit
      2(c)

    Note

     

     

    
      SECURED
        CONVERTIBLE PROMISSORY NOTE

      


      
        	 September
                28, 2007	
                 $100,000.00

              


      

       

      FOR
        VALUE RECEIVED, W.E. ROCK EVENT,
        INC, a Nevada corporation ("Buyer"), promises to pay, on demand, RICHARD
        C.
        KLEIN II, his heirs, successors, and permitted assigns
("Klein"),  the principal sum of One Hundred Thousand Dollars
        ($100,000.00)  with interest thereon from the date hereof at the rate
        of six and one-half percent (6 1⁄2 %) per annum based on a 365-day year, accrued
        monthly. This Note is issued under the terms and conditions of the an Asset
        Purchase Agreement dated September 28, 2007 by and among Buyer, Rhino Outdoor
        International, Inc. and Klein (“the APA”).

      


      1.   
Payment
        Terms.  The whole sum of principal and accrued but unpaid interest
        is due and payable twelve (12) months from the date of this Note (“Maturity
        Date”) , unless the Maturity Date is extended relative to all or some
        portion of the principal and interest due, at the sole option of Klein, for
        a
        period up to twelve (12) additional months, or within thirty (30) days of
        Klein’s demand prior to the Maturity Date.

      


      2.   
Conversion
        Rights.  The whole sum of principal and accrued but unpaid interest may
        be payable by the Buyer, at Buyer’s sole option, in cash or the delivery of
        shares of Common Stock of Rhino Outdoor International, Inc. (“Rhino
        Shares”). The number of Rhino Shares which may be issued hereunder shall be
        based on the 30- day trailing average closing bid price of the Rhino Shares
        as
        quoted on the OTC Bulletin Board, prior to the date of delivery of the Rhino
        Shares.  Conversion shall be accomplished by Klein delivering this
        Note to the Buyer, marked “Cancelled” with the Notice of Conversion in the form
        attached hereto as Exhibit A. The Rhino Shares shall not be issued upon the
        conversion of this Note unless such conversion and the issuance and delivery
        of
        the Rhino Shares pursuant thereto shall comply with all relevant provisions
        of
        law, including, without limitation, the Securities Act of 1933 and the
        Securities Exchange Act of 1934, respectively, the respective rules and
        regulations promulgated thereunder and shall further be subject to approval
        of
        counsel for the Buyer, with respect to such compliance.
        Klein  acknowledges and agrees that the certificates evidencing the
        Rhino Shares  will include a legend reading substantially as
        follows:

      


      THE
        SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
        SECURITIES ACT OF 1933.  THE SHARES HAVE BEEN ACQUIRED WITHOUT A VIEW
        TO DISTRIBUTION AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR
        HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE
        SHARES UNDER THE ACT AND UNDER ANY APPLICABLE SECURITIES LAWS, OR AN OPINION
        OF
        COUNSEL ACCEPTABLE TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED
        AS
        TO SUCH SALE OR OFFER.

      


      
        
          
            Page 1 -
              Secured Convertible Promissory Note

          

        

        
          
          

          
            

          

        

        
          
          

        

      

      3.   
Registration
        Rights.  In the event that Rhino Shares are delivered to Klein as
        provided in Section 1 herein, Klein shall have  registration rights
        under the Securities Act of 1933 at least as favorable as any other holder
        of
        such registration rights with the same number of shares of Rhino Common Stock
        as
        held by Klein.

      


      4.   
        Prepayment.  This Note may be prepaid by the Buyer, in whole or
        part at any time upon ten (10) days prior written notice to Klein (“Notice
        Period”) which notice shall state the Buyer's intention to so prepay,
        including a statement of the amount of such prepayment.  Any such
        prepayment shall first be applied to any accrued but unpaid interest with
        the
        balance to be applied to principal. During the Notice Period, Klein may exercise
        the conversion rights set forth in Section 2 herein.  In each event of
        prepayment, Buyer must, simultaneous with the prepayment, additionally pay
        Klein
        a non-refundable cash fee in the amount of Thirty-Five Percent (35%) of the
        total amount of principal and interest prepaid.

      


      5.   
        Acceleration.  The entire principal balance of this Note, plus any
        accrued but unpaid interest, shall be immediately due and payable, at the
        option
        of Klein, upon the occurrence of any Event of Default described in Section
        6
        herein.

      


      6.   
Events
        of
        Default.  The following are “Events of Default” under this
        Note:

      


      
        	
              	
                (A)

              	
                The
                  Buyer fails to pay when due any of the obligations under this Note
                  orfails
                  to perform any of the terms and covenants of this
                  Note;

              


      

      


      
        	
              	
                (B)

              	
                Any
                  representation made by the Buyer to Klein in this Note or any
                  otheragreement, exhibit or otherwise, including the representations,
                  warranties andcovenants in the Asset Purchase Agreement, shall
                  prove to be
                  inaccurate or misleading;

              


      

      


      
        	
              	
                (C)

              	
                The
                  Buyer makes an assignment for the benefit of
                  creditors;

              


      

      


      
        	
              	
                (D)

              	
                Any
                  petition or application for relief under the bankruptcy laws of
                  the United
                  States now or hereafter in effect or under insolvency, reorganization,
                  receivership, readjustment of debt, dissolution or liquidation
                  law or
                  statute of any jurisdiction now or hereafter in effect is filed
                  by or
                  against the Buyer.

              


      

      


      7.   
Remedies
        on
        Default. Upon the occurrence of an Event of Default, and if such Event of
        Default is not remedies within ten (10) days after Klein’s written notice of
        such Event of Default, than all of the obligations due under this Note shall
        become due and payable at once, at the option of the Klein, without further
        notice or demand, which notice and demand is hereby specifically waived.
        In the
        event of such an Event of Default and /or acceleration of the payment
        obligations under this Note, Klein shall be entitled to exercise all of the
        rights and remedies provided in this Note or other applicable law. All rights
        and remedies of Klein are cumulative, not exclusive, and are enforceable
        in
        Klein’s discretion, alternatively, successively or concurrently on any one or
        more occasions and in any order Klein may determine. Klein may exercise the
        option to accelerate in his discretion after such Event of Default regardless
        of
        any prior forbearance.

      


      
        
          
            Page 2 -
              Secured Convertible Promissory Note

          

        

        
          
          

          
            

          

        

        
          
          

        

      

      8.   
General
        Security Agreement.  The obligations of Buyer under this Note are
        secured by the terms and conditions of a General Security Agreement between
        the
        Buyer and Klein dated September 28, 2007.

      


      9.   
Governing
        Law.  This Note shall be governed by the laws of the State of
        Nevada.

      


      10.   
        Notices.  All notices, requests, demands and other communications
(“Notices”) which are required or permitted to be given under this
        Note
        shall be in writing and shall be given as provided in Section 9 (h) of the
        Asset
        Purchase Agreement.

      


      11.   
        Assignment.  This Note shall be binding upon and inure to the
        benefit of Klein and his respective successors and permitted
        assigns.  Klein may not assign this Note or any of its rights,
        interests or obligations hereunder without the prior written consent of
        Buyer.

      


      


      
        	  W.E.
                ROCK EVENT, INC.	 	/s/
                RICHARD C. KLEIN II
	 	 	 	Richard
                C. Klein II
	 	 	 	 
	By:	/s/
                HOWARD PEARL	 	 
	Name:	Howard
                Pearl	 	 
	Title:	Chief
                Executive Officer	 	 


      

       

      


      


      


      


      


      
        
          
            Page 3 -
              Secured Convertible Promissory Note

          

        

        
          
          

          
            

          

        

        
          
          

        

      

      EXHIBIT
        A

      


      NOTICE
        OF CONVERSION

      AT
        THE ELECTION OF THE HOLDER

      


      (To
        be
        Executed by the Holder in order to Convert the Note)

      


       Pursuant
        to Section 2 of the attached Note, the undersigned hereby irrevocably elects
        to
        convert the attached Note into Rhino Shares, as defined in the Note, as of
        the
        date written below.

       

      
 

      
        	Conversion
                calculations:	 	 
	 	
                Date
                  to Effect Conversion

              	 
	 	 	 
	 	 	 
	 	
                Principal
                  Amount of Note to be Converted

              	 
	 	 	 
	 	 	 
	 	Interest
                to be Converted	 
	 	 	 
	 	 	 
	 	Applicable
                Conversion Price	 
	 	 	 
	 	 	 
	 	Number
                of Shares to be Issued Upon Conversion	 
	 	 	 
	 	 	 
	 	Signature	 
	 	 	 
	 	 	 
	 	Name	 
	 	 	 
	 	 	 
	 	Address	 


      

      


      
 

      
        
          
            Page
              4 - Secured Convertible Promissory Note

          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Exhibit
        2(d)

    

    Security
      Agreement

     

    
      


      GENERAL
        SECURITY AGREEMENT

      


      THIS
        SECURITY AGREEMENT is made and entered into effective as of September 28,
        2007
        by and between W.E. Rock Event, Inc. , a Nevada corporation
        ("Buyer")  and  Richard C. Klein II, doing business as W.E.
        Rock   (“Klein”). All capitalized terms used herein that are
        defined in the Purchase Agreement, defined below, shall have the same meaning
        herein as specified in the Agreement, unless otherwise expressly defined
        herein.

      


      Recitals

      


      WHEREAS,
        Buyer, and Klein  have entered into an Asset Purchase Agreement dated
        September 28, 2007 (the “APA").

      


      WHEREAS,
        pursuant to the terms of the APA Buyer executed a secured convertible demand
        promissory note (“Note”) to Klein.  In order to secure the
        payment and the performance of obligations under the Note, Buyer desires
        to  grant to Klein  a security interest in certain assets as
        hereinafter provided.

      


      NOW,
        THEREFORE, in consideration of the foregoing, of the mutual covenants herein
        set
        forth and of other good and valuable consideration, the receipt and sufficiency
        of which is hereby acknowledged, the parties hereto hereby agree as
        follows:

      


      
        	
              	
                1.

              	
                Creation
                  of Security Interest.

              


      

      


      Buyer
        hereby grants to Klein a security interest in the assets described in Section
        2
        on the terms and conditions set forth in this Agreement.

      


      
        	
              	
                2.

              	
                Property.

              


      

      


      The
        assets subject to the security interest are the Acquired Assets described
        in the
        attached Exhibit 2 (“Collateral”).

      


      
        	
              	
                3.

              	
                Secured
                  Obligation.

              


      

      


      This
        Agreement is given to secure  payment of the principal and interest
        now or hereafter owed by Buyer to Klein pursuant to the Note and  any
        and all renewals, amendments, modifications or extensions of the Note as
        may
        hereafter be agreed to by Buyer and Klein.

      


      
        	
              	
                4.

              	
                Warranties
                  and Covenants of Buyer.

              


      

      


      Buyer
        warrants and covenants as follows:

      


      4.1           Ownership
        of Collateral.  Buyer is the sole owner of the Collateral and will
        defend the Collateral against the claims and demands of all other persons
        at any
        time claiming the same or any interest therein.

      


      
        
          
            General
              Security Agreement - Page 1

          

        

        
          
          

          
            

          

        

        
          
          

        

      

      4.2           Removal
        of Collateral Prohibited.  Buyer shall not remove the Collateral
        from its regular place of business without the written consent of
        Klein.

      


      4.3           Perfection
        of Security Interest.  Buyer agrees to  do whatever may
        be necessary under the applicable Uniform Commercial Code in the state where
        the
        Collateral is located  to perfect and continue Klein’s
        security  interest in the Collateral.  Buyer will reimburse
        Klein for all fees and expenses in perfecting the security interest up to
        a
        maximum amount of One Thousand Dollars ($1,000) per year following the date
        this
        Agreement takes effect.

      


      4.4           Sale
        Prohibited.  Buyer will not sell or otherwise transfer
        or  dispose of any interest in the Collateral without the written
        consent of Klein, which will not unreasonably be withheld or delayed,
        recognizing that such consent may reasonably be withheld if Klein's security
        interest in the Collateral would be removed without payment of consideration
        for
        such removal.

      


      4.5           Insurance.

      


      4.5.1           Buyer
        shall have and maintain, or cause to be maintained, insurance at all times
        with
        respect to all Collateral, against such risks as Klein may reasonably require,
        in such form, for such periods, and written by such companies as may be
        satisfactory to Klein.  All policies of insurance shall have endorsed
        a loss payable clause acceptable to Klein and/or such other endorsements
        as
        Klein may from time to time request, and Buyer will promptly provide Klein
        with
        the original policies or certificates of such insurance.  Buyer shall
        promptly notify Klein of any loss or damage that may occur to the
        Collateral.  Klein is hereby authorized to make proof of loss if it is
        not made promptly by Buyer.

      


      4.5.2           In
        the event of failure to provide insurance as herein provided, Klein may,
        at
        Klein's option, provide such insurance at Buyer's expense.

      


      4.6           Adverse
        Liens and Use. Except when it has received the prior
        written consent of Klein, and except as otherwise provided herein, Buyer
        shall
        keep the Collateral free from any adverse liens, security interests, or
        encumbrances, and in good order and repair, and shall not commit or permit
        waste
        or destruction of the Collateral or any portion of it.  Buyer will not
        use or permit anyone to use the Collateral in violation of any statute,
        ordinance, or state or federal regulation, and Klein may examine and inspect
        the
        Collateral at any time, wherever located.  This section will not apply
        in the event of a good faith dispute by Buyer as to the reasonableness or
        validity of any adverse lien, security interest, or encumbrance, except that
        if
        Klein reasonably determines that the adverse claim substantially impairs
        its
        security, Klein may require Buyer to either pay the claim or deposit with
        Klein
        in cash, a sufficient corporate surety bond, or other security satisfactory
        to
        Klein to provide for the discharge of the claim plus any costs, attorney
        fees,
        or other charges that could accrue as a result of foreclosure or sale under
        the
        claim.

      


      4.7           Taxes
        and Assessments.  Buyer will pay or cause to be paid promptly when
        due all taxes and assessments on the Collateral.

       

      
        
          
            General
              Security Agreement - Page 2

          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
              	
                5.

              	
                Buyer's
                  Right to Possession; Klein's Right to Pay Certain
                  Obligations

              


      

      


      5.1           Until
        default, Buyer may have possession of the Collateral and use it in any lawful
        manner not inconsistent with this Security Agreement and not inconsistent
        with
        any policy of insurance thereon.

      


      5.2           At
        any time when Klein reasonably feels insecure, Klein, at its option, may
        discharge taxes, liens, or security interests or other encumbrances at any
        time
        levied or placed on the Collateral, may pay for insurance on the Collateral,
        and
        may pay for the maintenance and preservation of the Collateral, and all such
        payments shall become a part of Buyer's obligation secured hereby, payable
        on
        demand, with interest at the rate described in Section 8.5.  Such
        right shall be in addition to any other rights or any remedies to which Klein
        may be entitled on account of Buyer's default.

      


      
        	
              	
                6.

              	
                Events
                  of Default.

              


      

      


      Buyer
        shall be in default under this
        Agreement when any of the following events or conditions occurs:

      


      6.1           Buyer
        shall be in default under the Note.

      


      6.2           Failure
        of Buyer to comply with any term, obligation, covenant, or condition contained
        in this Security Agreement within 20 days after receipt of written notice
        from
        Klein demanding such compliance.

      


      6.3           Any
        warranty, representation, or statement made or furnished to Klein by or on
        behalf of Buyer under this Security Agreement or the Agreement proves to
        have
        been false in any material respect when made or furnished.

      


      6.4           Any
        levy, seizure, attachment, lien, or encumbrance (except as permitted pursuant
        to
        Section 4.6) of or on the Collateral which is not discharged by Buyer within
        20
        days or, any sale, transfer, or disposition of any interest in the Collateral
        other than a liquidating distribution to Buyer, without the consent of the
        Klein
        pursuant to Section 4.4.

      


      6.5           Dissolution,
        termination of existence, insolvency, business failure, discontinuance as
        a
        going business, appointment of a receiver of any part of the property of,
        assignment for the benefit of creditors by, or the commencement of any
        proceeding under any bankruptcy or insolvency laws by or against Buyer, or
        entry
        of any judgment that in the opinion of Klein would reasonably jeopardize
        the
        security interest given by this Security Agreement.

      


      6.6           Commencement
        of a foreclosure suit by any creditor of Buyer against any of the
        Collateral.  This section shall not apply in the event of a good faith
        dispute by Buyer as to the validity or reasonableness of the claim which
        is the
        basis of the foreclosure suit, except that if Klein reasonably determines
        that
        the claim substantially impairs his security, Klein may require Buyer to
        either
        pay the claim or provide Klein with sufficient replacement security as set
        forth
        in Section 4.6.

       

      
        
          
            General
              Security Agreement - Page 3

          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
              	
                7.

              	
                Rights
                  of Klein.

              


      

      


      7.1           Upon
        default or at any time before default when Klein reasonably feels insecure,
        Klein may require Buyer to deliver to Klein all the Collateral.  If
        any of the Collateral includes property that is covered by certificates of
        title
        or other evidence of ownership, then Buyer shall also deliver such certificates
        or evidence.

      


      


      7.2           Upon
        default or at any time before default when Klein reasonably feels insecure,
        Klein may notify account debtors on any Collateral that the Collateral has
        been
        assigned to Klein and the proceeds shall be paid to Klein.  Upon
        request of Klein, Buyer will also notify account debtors and will indicate
        on
        all billings to account debtors that the accounts are payable to
        Klein.  Any proceeds of accounts thereafter received by Buyer shall be
        turned over to Klein daily in the exact form in which they are
        received.

      


      7.3           In
        exercising its rights under Sections 7.1 and 7.2, Klein shall have full power
        to
        collect, compromise, endorse, sell, or otherwise deal with Collateral or
        proceeds thereof in its own name or that of Buyer and shall have full power
        to
        endorse for Buyer the certificates of title, contract rights and evidence
        of
        ownership referred to in Section 7.1 and to sell or otherwise deal with the
        property represented thereby in its own name or that of Buyer.

      


      7.4           Upon
        default and at any time after default, Klein may declare the entire amount
        secured immediately due and payable and, in addition to the remedies described
        in Sections 7.1-7.3 above, shall have all the rights and remedies of a secured
        creditor under the Uniform Commercial Code, at law, in equity or
        otherwise.

      


      7.5           In
        exercising its rights under this Agreement, Klein may require Buyer to assemble
        the Collateral and make it available to Klein at the place to be designated
        by
        Klein which is reasonably convenient to both parties.  Klein may sell
        all or any part of the Collateral as a whole or in parcels either by public
        auction, private sale, or other method of disposition.  Klein may bid
        at any public sale on all or any portion of the Collateral.  Unless
        the Collateral is perishable or threatens to decline speedily in value or
        is of
        the type customarily sold on a recognized market, Klein shall give Buyer
        reasonable notice of the time and place of any public sale or of the time
        after
        which any private sale or other disposition of the Collateral is to be made,
        and
        notice given at least 10 days before the time of the sale or other disposition
        shall be conclusively presumed to be reasonable.

      


      7.6           Notwithstanding
        Section 7.5, Klein shall be under no obligation to offer to sell the
        Collateral.  In the event Klein offers to sell the Collateral, Klein
        will be under no obligation to consummate a sale of the Collateral if, in
        its
        reasonable business judgment, none of the offers received by it reasonably
        approximates the fair value of the Collateral.

      


      7.7           In
        the event Klein elects not to sell the Collateral, Klein may elect to follow
        the
        procedures set forth in the Uniform Commercial Code for retaining the Collateral
        in satisfaction of Buyer's obligation, subject to Buyer's rights under such
        procedures.

      


      7.8           In
        addition to the rights under Sections 7.1-7.7, in the event of a default
        by
        Buyer, Klein shall be entitled to the appointment of a receiver for the
        Collateral as a matter of right whether or not the apparent value of the
        Collateral exceeds the outstanding principal amount owed under Agreement
        and any
        receiver appointed may serve without bond.  Employment by Klein shall
        not disqualify a person from serving as receiver.

      
 

      
        
          
            General
              Security Agreement - Page 4

          

        

        
          
          

          
            

          

        

        
          
          

        

      

      7.9           Expenses
        of retaking, holding, preparing for sale, selling, or the like shall include
        Klein's reasonable attorney fees and legal expenses, whether or not litigation
        is commenced, and also such fees and expenses on appeal.

      


      
        	
              	
                8.

              	
                General

              


      

      


      8.1           Klein
        shall not be deemed to have waived any rights under this Agreement or any
        other
        writing signed by Buyer unless such waiver is in writing and signed by
        Klein.  No delay or omission on the part of Klein shall operate as a
        waiver of such right or any other right.  A waiver by any party of a
        breach of a provision of this Agreement shall not constitute a waiver of
        or
        prejudice the party's right otherwise to demand strict compliance with that
        provision or any other provision.  Election by Klein to pursue any
        remedy shall not exclude pursuit of any other remedy, and an election to
        make
        expenditures or take action to perform an obligation of  Buyer under
        this Security Agreement after failure of Buyer to perform shall not affect
        Klein's right to declare a default and exercise its remedies under Section
        7.

      


      8.2           All
        Klein's rights and remedies, whether evidenced here or by any other writing,
        shall be cumulative and may be exercised singularly or
        concurrently.

      


      8.3           Any
        demand on or notice to Buyer that Klein may give shall be effective three
        days
        after it is deposited as registered or certified mail directed to Buyer's
        address stated in this Security Agreement.  Either party may change
        the address for notices by written notice to the other party.

      


      8.4           This
        Agreement and all rights and liabilities under it and any and all obligations
        secured herein shall inure to the benefit of Klein and his successors and
        assigns, and shall be binding on Buyer and its successors and
        assigns.  When there is no outstanding obligation on the part of
        Buyer, Buyer may terminate this Agreement on written notice to
        Klein.  Klein agrees to file all necessary UCC release forms upon
        satisfaction of Buyer’s obligations under the Agreement.

      


      8.5           Buyer
        shall pay to Klein on demand, together with interest at a rate equal to eight
        percent (8%) per annum, any and all expenses (including legal expenses and
        reasonable attorney fees whether or not litigation is commenced and also
        such
        fees and expenses on appeal) reasonably incurred and extended by Klein in
        insuring, discharging encumbrances as provided by Section 5.2, protecting,
        storing, maintaining, and liquidating the Collateral and in collecting or
        attempting to collect proceeds thereof and in protecting and enforcing the
        covenants and other rights of Klein under this Security Agreement.

      


      8.6           Klein
        may, at any time and at its option without further authorization from Buyer,
        file copies of this Agreement as a financing statement.

      


      8.7           Should
        any one or more provisions of this Agreement be determined to be illegal
        or
        unenforceable, all other provisions nevertheless shall be
        effective.

      


      
        
          
            General
              Security Agreement - Page 5

          

        

        
          
          

          
            

          

        

        
          
          

        

      

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

       

      8.9           This
        Security Agreement has been executed and delivered to Klein in the State
        of
        Nevada and all transactions here contemplated are to be consummated in the
        state
        of Nevada.  Buyer agree that the law of the State of Nevada shall
        apply for the purpose of construing this instrument, determining its validity,
        and, to the fullest extent permitted by applicable law of any state in which
        any
        of the Collateral is located, the rights and remedies of Klein in the event
        of
        default under this Security Agreement.

      


      IN
        WITNESS WHEREOF, the parties have
        executed this instrument as of the date first mentioned above.

      


      
        	 	
                WE
                  ROCK EVENT, INC.

              	 	 	 	 
	 	 	 	 	 	 
	By:	
                /s/
                  HOWARD
                  PEARL

              	 	 	
                /s/
                  RICHARD C.
                  KLEIN II

              	 
	
                Name:

              	Howard
                Pearl	 	 	
                Richard
                  C.Klein II

              	 
	
                Title:

              	
                Chief
                  Executive Officer

              	 	 	
                 

              	 


      

       

      


      


      




    
      
        
          General
            Security Agreement - Page 6

        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Exhibit
      2(f)(i)

    Bill
      of Sale

    Schedule
      A

     

     

    
      Schedule
        A - Acquired Assets

      


      


      


      
        	 
	
                1.  Maxxis
                  Sponsorship receivable - $6750.00

              
	
                2.  97'
                  6500 Top Kick

              
	
                3.  44'
                  race trailer

              
	
                4.  Computers
                  (2 PC's and 2 laptops)

              
	
                5.  Misc.
                  supplies

              
	
                6.  Misc.
                  equipment

              
	 
	 


      

      


      


      


      


      


      




    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Schedule
      B

     

    Schedule
      B - Assumed
      Liabilities

     

    
      
        	
                Liabilities

              	 	 	 	 
	 	 	 	 	 
	
                Driver
                  Name

              	 	
                Amount

              	 	
                Contact

              
	 	 	 	 	 
	
                Randy
                  Torbett

              	 	$	
                215.00

              	 	 
	
                Danny
                  Rohrer

              	 	$	
                1,558.00

              	 	 
	
                Bob
                  Roggy

              	 	$	
                283.00

              	 	 
	
                Cody
                  Waggoner

              	 	$	
                1,290.00

              	 	 
	
                Jason
                  Scherer

              	 	$	
                1,428.00

              	 	 
	
                Bruce
                  Zeller

              	 	$	
                4,419.00

              	 	 
	
                Tom
                  Haman

              	 	$	
                204.00

              	 	 
	
                Terry
                  Dagen

              	 	$	
                4,299.00

              	 	 
	
                Rock
                  Runner Racing

              	 	$	
                4,651.00

              	 	
                George
                  Watson

              
	
                Lovell
                  Racing

              	 	$	
                8,861.00

              	 	
                Brad
                  Lovell

              
	
                Ben
                  Hanks

              	 	$	
                484.00

              	 	 
	
                Tim
                  Florian

              	 	$	
                901.00

              	 	 
	
                T-N-T
                  Off Road

              	 	$	
                5,522.00

              	 	
                Troy
                  Bailey

              
	
                Richard
                  Bronsema

              	 	$	
                2,581.00

              	 	 
	
                James
                  Andrus

              	 	$	
                267.00

              	 	 
	
                Ken
                  Blume

              	 	$	
                9,266.00

              	 	 
	
                Shannon
                  Campbell

              	 	$	
                5,600.00

              	 	
                Tami
                  Campbell

              
	
                David
                  Schneider

              	 	$	
                776.00

              	 	 
	
                Tracy
                  Jordan

              	 	$	
                6,066.00

              	 	 
	
                Eric
                  Hackney

              	 	$	
                232.00

              	 	 
	
                Jesse
                  HaInes

              	 	$	
                2,749.00

              	 	 
	
                Matt
                  Deas

              	 	$	
                3,226.00

              	 	 
	
                Brad
                  Styles

              	 	$	
                1;474.00

              	 	 
	
                Rusty
                  Bray

              	 	$	
                878.00

              	 	 
	
                Dean
                  Bultoch

              	 	$	
                690.00

              	 	 
	
                Derek
                  West

              	 	$	
                5,431.00

              	 	 
	
                Alan
                  Rich

              	 	$	
                535.00

              	 	 
	
                Jake
                  Tennis

              	 	$	
                2,629.00

              	 	 
	
                Ricky
                  Artes

              	 	$	
                328.00

              	 	 
	
                Mike
                  Cole

              	 	$	
                334.00

              	 	 
	
                Aaron
                  Stapen

              	 	$	
                373.00

              	 	 
	
                Matt
                  Messer

              	 	$	
                780.00

              	 	 
	
                Hobie
                  Smith

              	 	$	
                480.00

              	 	 
	
                John
                  James

              	 	$	
                480.00

              	 	 
	
                Brett
                  Porter

              	 	$	
                140.00

              	 	 
	
                Cody
                  Deschamps

              	 	$	
                180.00

              	 	 
	
                Brian
                  Ellinger

              	 	$	
                340.00

              	 	 
	 	 	 	 	 	 
	
                Subtotal
                  A

              	 	$	
                79,950,00