Assets of Industrial Gas and Welding Supply Business

Sale of substantially all of assets of MagneGas Welding Supply – West, LLC (the “Seller”) which include:

(i) The tangible assets used or useful in the CA Business, and all of the accounts receivable, deposits, inventories, intangible properties and fixed assets used or held for use in the Business (including MagneGas West’s leasehold interest in cylinders and liquid containers leased from third parties upon and subject to the terms thereof); (ii) the Assumed Contract, and the contract rights, causes of action, claims, refunds and demands of whatever nature, including rights to returned or repossessed goods and rights as unpaid vendor arising out of the Business, and related to such contracts; (iii) copies of, and/or access to, all books and records relating to the CA Business concerning operations conducted during the five-year period preceding the Closing Date; (iv) all rights of any Selling Party in and to all of MagneGas West’s intellectual property relating to the Business, all of which will be described in the disclosure schedules to the APA; (v) all of MagneGas West’s intangibles and goodwill related to the Purchased Assets and/or used in the Business, including customer, vendor and business relationships; and (vi) the Real Property, located at 1590 E. Kentucky Ave., Woodland, CA 95776