ASSIGN, GRANT, BARGAIN,
SELL, CONVEY, TRANSFER AND DELIVER TO ASSIGNEE, AND ITS SUCCESSORS AND ASSIGNS,
ALL OF ASSIGNOR'S RIGHT, TITLE AND INTEREST IN, TO AND UNDER THE INTELLECTUAL
PROPERTY, AND BUSINESS, OF EVERY KIND AND DESCRIPTION, WHEREVER LOCATED, REAL,
PERSONAL OR MIXED, TANGIBLE OR INTANGIBLE, OWNED, HELD OR USED IN THE CONDUCT OF
THE BUSINESS, INCLUDING BUT NOT LIMITED TO THOSE ASSETS REFERENCED ON ASSIGNOR'S
MOST RECENT 8-K FILING FILED WITH SECURITIES AND EXCHANGE COMMISSION (THE
"INTELLECTUAL PROPERTY").
FURTHER ASSURANCES
ASSIGNOR SHALL FROM TIME TO TIME AFTER THE DATE HEREOF AT THE REQUEST OF
ASSIGNEE AND WITHOUT FURTHER CONSIDERATION EXECUTE AND DELIVER TO ASSIGNEE SUCH
ADDITIONAL INSTRUMENTS OF TRANSFER AND ASSIGNMENT, INCLUDING WITHOUT LIMITATION
ANY BILLS OF SALE, ASSIGNMENTS OF LEASES, DEEDS, AND OTHER RECORDABLE
INSTRUMENTS OF ASSIGNMENT, TRANSFER AND CONVEYANCE, IN ADDITION TO THIS TRANSFER
AND ASSUMPTION AGREEMENT, AS ASSIGNEE SHALL REASONABLY REQUEST TO EVIDENCE MORE
FULLY THE ASSIGNMENT BY ASSIGNOR TO ASSIGNEE OF THE ASSETS.
ASSUMPTIONS
ASSUMED LIABILITIES.
AS OF THE DATE HEREOF, ASSIGNEE HEREBY ASSUMES
AND AGREES TO PAY, PERFORM AND DISCHARGE, FULLY AND COMPLETELY, (I) ALL
LIABILITIES, COMMITMENTS, CONTRACTS, AGREEMENTS, OBLIGATIONS OR OTHER CLAIMS
AGAINST ASSIGNOR, WHETHER KNOWN OR UNKNOWN, ASSERTED OR UNASSERTED, ACCRUED OR
UNACCRUED, ABSOLUTE OR CONTINGENT, LIQUIDATED OR UNLIQUIDATED, DUE OR TO BECOME
DUE, AND WHETHER CONTRACTUAL, STATUTORY, OR OTHERWISE ASSOCIATED WITH THE
BUSINESS (THE "LIABILITIES").
2 Page
PAYMENT TO DAVID BAILEY.
ASSIGNOR AGREES TO PAY DAVID BAILEY THE
SUM OF $60,000 IN LIEU OF AMOUNTS OWING TO MR. BAILEY IN OFFICER ADVANCES.
IN
LIEU OF PAYMENT OF THE $60,000, DAVID BAILEY WILL BE GRANTED THE RIGHTS TO
MARKET THE COMPANY'S IP IN THE COUNTRY OF JAMAICA.
FURTHER ASSURANCES.
ASSIGNEE SHALL FROM TIME TO TIME AFTER THE DATE
HEREOF AT THE REQUEST OF ASSIGNOR AND WITHOUT FURTHER CONSIDERATION EXECUTE AND
DELIVER TO ASSIGNOR SUCH ADDITIONAL INSTRUMENTS OF ASSUMPTION IN ADDITION TO
THIS TRANSFER AND ASSUMPTION AGREEMENT AS ASSIGNOR SHALL REASONABLY REQUEST TO
EVIDENCE MORE FULLY THE ASSUMPTION BY ASSIGNEE OF THE LIABILITIES.
Governing Laws
To the full extent permitted by law, this Agreement shall be governed by and
construed in accordance with the laws of the State of Nevada, United States of
America, excluding its conflicts of laws principles.
Severability
Any provision of this Agreement that is prohibited or unenforceable in any
jurisdiction will, as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions of
this Agreement, and any such prohibition or unenforceability in any jurisdiction
will not invalidate or render unenforceable such provision in any other
jurisdiction.
To the extent permitted by law, the parties waive any provision
of law that renders any such provision prohibited or unenforceable in any
respect.
Entire Agreement
This Agreement constitutes the entire Agreement between ASSIGNOR and the
ASSIGNEE with respect to the subject matter hereof, and supersedes all oral or
written communications or other agreements between the parties with respect to
such subject matter hereof.
IN WITNESS WHEREOF, the parties have executed this Agreement as