ASSET PURCHASE AGREEMENT

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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

 

 

 

 

 

 

 

 

 

 

 

 

 

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."

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:

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:

Howard Pearl

1191 Center Point Drive

Henderson, NV 89704

Facsimile:

E-mail:

Robert C. Laskowski

Attorney at Law

520 SW Yamhill, Suite 600

Portland, OR 97204

Facsimile: (503) 227-2980

E-mail: ***@***

Richard C. Klein II

2915 Molly Lane

Placerville, CA 95667

Facsimile:

E-mail:

 

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: ***@***

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                     

W.E. ROCK EVENT, INC.

a Nevada corporation

By: /s/ WALT TATUM                             

Name:    Walt Tatum                                   

Title: Secretary/Treasurer                          

RICHARD C. KLEIN II

Dated:              September 28, 2007