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8-K - 8-K - OMNIQ Corp.aego8k022713.txt
EX-16 - EX-16 - OMNIQ Corp.aego8k022713pr_16-1.txt


                          Asset Acquisition Agreement

Amerigo Energy, Inc. of 2580 Anthem Village Drive, Henderson, NV 89052, desires
to  Acquisition  the herein described selected assets from Le FLAV Spirits, LLC
under the terms and agreements described in this Acquisition Agreement, to-wit:

1. Acquisition of  selected  assets  including, but not limited to, all assets,
trademarks, contracts, distribution agreements,  formulas,  licenses,  existing
inventory and rights to the "Le FLAV" spirits brands.  This  is to   include Le
FLAV Brooklyn   Iced  Tea, Chateau Le FLAV, Le FLAV Cocktails, Le FLAV Cognacs,
LeFLAV Super Premium Vodka  &  Flavored  Vodkas   and  all flavors currently in
production and contemplated as it relates to this line.

2.  Acquisition  of the trademarks held by the Le FLAV Spirits, LLC and Le FLAV
Spirits, LLC agents  related  to  the  Le  FLAV Spirits line of  production are
included and attached on Exhibit  'A' attached hereto and made a part  of  this
Agreement for all purposes. Le FLAV Spirits, LLC will give  a  limited warranty
to Amerigo Energy, Inc. of title "by and through assignors, but not otherwise".

3.   Acquisition   of   all   of  the  inventory   associated   with   the   Le
FLAV Spirits brands including, but not limited to, all empty bottles, Swarovski
crystals,  labels,  boxes,  and  marketing pieces. Equipment and inventory will
be sold "as is".

4. Acquisition price. The total Acquisition price will be made up as follows:

A.  360,000 shares of company common stock to be issued to  the  owners  of  Le
FLAV Spirits, LLC

B.     Warrants  to  Le  FLAV  Spirits, LLC to purchase two million (2,000,000)
shares of stock at $1.00 per share, with 5 year exercise period, vested equally
at 500,000 shares vested upon every  5,000  cases sold of vodka.  (See attached
Exhibit B).

C. $1 per bottle for the first 2,000,000 bottles sold.  This will be treated as
a convertible promissory note, convertible at $1.00 per share (at the option of
the note holder).  Promissory note bears interest  at  8%  per  year.   Note is
transferable.

Payment  will  be  made  to  Le FLAV Spirits, LLC (or entity it assigns) as set
forth herein.

5. Terms of the convertible promissory note:

A. Principal payments equal to  $1  per  bottle  sold,  payable  quarterly from
receivables  received  from  the  distributors.   Promotional  bottles are  not
included  in  the  per  bottle  calculation.     Prepayment of first  principal
payment of $25,000 due 10 days from  execution  of  this Acquisition agreement.
Company has the ability to make principal and interest  payments  above what is
earned from the 'per bottle' during the term.  Unless otherwise satisfied,  the
balance of the promissory note is due by March 1, 2016.

B.  Le FLAV Spirits, LLC shall retain a UCC filing on the assets of the company
until such time as the convertible promissory note is satisfied.

C.   Any  payments  not  made  by  the 15th of the month following the end of a
calendar quarter will be considered  late  and a $500 late fee will be imposed.
If the Buyer misses two (2) consecutive quarters  of  payments  then  the Buyer
will  be  considered  in  default  and Seller will have the right to make final
demand.  If the Buyer does not cure  the  default  of  the late payments within
five  (5) days, then the Seller has the right to call in  the  balance  of  the
note.

D.  Conversion  notices  to  the  company shall be delivered in writing and the
company will make best efforts to have  the underlying shares issued within two
(2) business days.

6.    Date of closing shall be tentatively set as March 1, 2013.

7.    All liquor sales occurring prior to the date of closing are excluded from
the sales price.

8.   Le  FLAV  Spirits,  LLC warrants that the  assets  are  free  from  liens,
encumbrances, potential or existing litigation.

9.    The legal jurisdiction  for  arbitration or litigation shall be in Clark,
County Nevada.

10.   By  signing  below,  Amerigo  Energy,  Inc.  and  Le  FLAV  Spirits,  LLC
acknowledge that they have read and understand this Agreement and have received
a  copy  of it. The undersigned warrants  that  their  signatures  are  legally
sufficient  to  bind  the  Amerigo  Energy,  Inc.  and  Le  FLAV  Spirits, LLC,
respectively.


IN  WITNESS  WHEREOF, the parties have set their hands on the dates below  with
the effective  date of this Acquisition Agreement being the 1st day of March 1,
2013.

Dated : February 26, 2013


Amerigo Energy, Inc.                          Le Flav Spirits, LLC

By: /s/ Jason F. Griffith                     By: /s/ Le Flav Spirits, LLC
__________________________                    ___________________________
Jason F. Griffith                             Anthony Capomaccio
President/CEO and Chairman                    Manager






                                  EXHIBIT 'A'

Assets being Acquired:

Domain name www.leflav.com
Twitter account@LeFlavSpirits

Recipes for:

Le FLAV
Bubba Gum Vodka
Grape Vodka
Brooklyn Iced Tea
Chateau Le FLAV
Le FLAV Cocktails
Le FLAV Cognacs

Trademarks (existing, applied for, and in process):

Le FLAV
Le FLAV Brooklyn Iced Tea
Chateau Le FLAV
Le Flav Cocktails
Le Flav Cognacs