Asset of Gears Manufacturing Company

Sale of assets of Rhino Gear Manufacturing Inc. which includes:

1. The machinery listed in Exhibit A- and all related fixtures and tooling.
2. All raw materials, finished goods, work in process and other inventories.
3. All plant racking, fixtures, carts and miscellaneous tools; and, all office equipment, fixtures and supplies
4. Fixtures at the real property premises located at 428 N. St. Clair St., Painesville, Ohio 44060 (the "Premises").
5. All general intangible assets, including, but not limited to, customer lists, customer files, supplier lists and files, trade names (including, without limitation, the names "RHINO GEAR MANUFACTURING COMPANY, Inc." and "RHINO GEAR MANUFACTURING COMPANY and any variation of such names), trademarks, service marks, copyrights, patents and patent applications, telephone and facsimile numbers, software (to the extent assignable), know-how, engineering and technical or other drawings, design and related data, goodwill, web sites and web addresses and all other proprietary information.
6. All books, records, files, including financial files and records, databases, plans, specifications, price lists, advertising copy and data, sales records, service records, plant maps, plans and designs of buildings, structures, environmental control and monitoring records.
7. To the extent transferable, all of Seller's respective rights and interests in and to permits, licenses or authorizations issued by any federal, state or local governmental authority with respect to the use, operation or ownership of the Business or the Purchased Assets.