EX-10.5



 





Exhibit 10.5




ASSIGNMENT AND ASSUMPTION AGREEMENT



This Assignment and Assumption Agreement (this ''Assignment’’) is made and entered into as of this
2nd day of October, 2007 by and between Guardian Zone Technologies, Inc., a Delaware
corporation (hereinafter ''Assignor’’), and GZT, Inc., a Delaware corporation (hereinafter
''Assignee’’), with reference to the following:





A. Assignor has heretofore entered into that certain License and Transfer Agreement dated as
of April 15, 2007, with Caler & Company Inc., an Ohio corporation (the ''Agreement’’); and




B. Assignor now wishes to transfer to Assignee, and Assignee desires to acquire, all right,
title and interest of Assignor in and to the Agreement.



     NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual agreements
hereinafter set forth, the parties hereto agree as follows:



     1. Assignment. For $1.00 and other valuable consideration, the receipt and sufficiency of
which Assignor hereby acknowledges, Assignor does hereby sell, convey, transfer, assign and deliver
to Assignee, and Assignee does hereby accept from Assignor, all of Assignor’s right, title and
interest in and to the Agreement.



     2. Assumption. In consideration of such transfer, Assignee hereby agrees to be bound by and
promptly to perform or cause to be performed the terms, conditions and



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covenants, if any, agreed to be done, kept and performed by Assignor arising after the date
hereof under the Agreement assigned by Assignor to Assignee. Assignee hereby agrees to defend,
indemnify, save and hold harmless Assignor from and against any and all claims, demands, costs,
expenses, attorneys’ fees and any other damages or injuries which Assignor may sustain as a result
of any failure or delay by Assignee in performing the obligations assumed by Assignee pursuant
hereto, whether nor not suit is filed.



     3. Further Assurances. Assignor and Assignee shall, at any time and from time to time after
the date hereof, upon the request of the other, execute, acknowledge and deliver all such further
acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances, and take all
such further actions, as shall be necessary or desirable to give effect to the transactions hereby
consummated.



     4. Counterparts. This Assignment may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and the same
instrument.



     5. Choice of Law. This Assignment shall be governed by and construed in accordance with the
laws of the State of Ohio.


{Signature Page Follows}




[CALER ASSIGNMENT]




     INTENDING TO BE BOUND, the parties hereto have executed this Assignment and Assumption
Agreement as of the day and year first hereinabove written.



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Assignor:




     Guardian Zone Technologies, Inc.



	 	 	 	 	 
	 	 	 
	 	By:  	     /s/ Tom Radu
 	 
	 	 	Tom Radu, President and Treasurer 	 
	 	 	 	 
	 



Assignee:





     GZT, Inc.



	 	 	 	 	 
	 	 	 
	 	By:  	     /s/ Tom Radu
 	 
	 	 	Tom Radu, Chief Executive Officer and President 	 
	 	 	 	 



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