Pub/Restaurant Business and Related Assets

Sale of assets of Baker St. Belmar, LLC ("Belmar"), Baker St. Marina Square, LLC ("Marina Square"), Baker St. Quadrangle, LLC ("Quadrangle"), Baker St. the Corners, LLC ("The Corners"), and Sherlock's USA, Inc. ('Sherlocks"), includes:

1. Licenses and Authorizations. All licenses and permits issued for the operation of the Company and any other licenses, permits or authorizations issued by any governmental authority in connection with the operation of the Seller, including without limitation those shown on Disclosure Schedule 1 to this Agreement, and all applications thereof, together with any renewals, extensions, additions, or modifications thereof to the extent assignable by Seller with the exception of licenses for use of the tradename or associated trademarks of "Baker Street Pub" or "Sherlock's Pub" or any similar name;
2. Tangible Personal Property. All equipment, furniture, fixtures, vehicles and other tangible personal property used in connection with the operation of the Seller, including but not limited to, that described in Disclosure Schedule 2 to this Agreement;
3. Other Contracts. The leases, contracts, and other agreements of Seller entered into by Seller in the ordinary course of the operation of the Seller are listed on Disclosure Schedule 3 to this Agreement, but excluding all employment agreements, deferred compensation plans, or similar items not referable to the continued operation of the Seller. As used in this Agreement, "Contract" means any agreement, arrangement, commitment or understanding, written or oral, expressed or implied, to which Seller, with respect to the Seller, is a party or by which it is bound. Assignment of the Seller's rights under its lease of nonresidential real property with is subject to Bankruptcy Court approval at the Sale Hearing.
4. Files and Records. Copies of files and records relating to the operation of the Seller as may be specifically designated by the Buyer within a reasonable time after the execution date of this Agreement.
5. Other Assets. All other assets whether tangible or intangible, including without limitation, business relationships, goodwill and choses in action which are used or held for use in the operation of the Seller or in connection therewith except for the Excluded Assets.