EXHIBIT 2.0
ASSIGNMENT AGREEMENT
THIS ASSIGNMENT AGREEMENT dated August 13, 1999 between XXXXXXXXX
JEWELERS CONSULTANTS, INC., a New York corporation ("SJC"), FIRST UNION NATIONAL
BANK OF SOUTH CAROLINA, a national banking association ("Assignor"), DALLAS GOLD
& SILVER EXCHANGE, INC., a Nevada Corporation ("Assignee") recites and provides
as follows:
WHEREAS, SJC is the owner of the trademark/service xxxx registrations
listed on Schedule A attached hereto (collectively referred to as the "Marks");
and
WHEREAS, SJC and Assignor are parties to that certain Security
Agreement dated February 2, 1996 (the "Security Agreement"), whereby the payment
and performance of certain obligations of SJC to Assignor are secured by a lien
on the personal property and assets of SJC, including the Marks (the "Assets"),
as more fully set forth in the Security Agreement; and
WHEREAS, Assignor, pursuant to its rights under the South Carolina
Uniform Commercial Code, has foreclosed its security interest in the Assets,
including the Marks, and in connection therewith has executed that certain Xxxx
of Sale, dated August __ ,1999 (the "Xxxx of Sale"), whereby Assignor sold,
assigned, transferred and conveyed the Assets, including the Marks, to Assignee,
for and in consideration of payment of the consideration set forth therein; and
WHEREAS, to further evidence such transfer and conveyance, the parties
hereto have agreed to enter into this Agreement; and
NOW THEREFORE, in consideration of the foregoing premises, all of
which are incorporated into this Agreement and the mutual promises made in this
Agreement, the parties hereto, intending to be legally bound, hereby agree as
follows:
1. GRANT OF ASSIGNMENT. Assignor hereby specifically sells, assigns and
transfers to Assignee all of SJC's and Assignor's entire right, title, and
interest in and to the Marks, together with all of the goodwill of SJC and
Assignor associated with use of and symbolized by the Marks.
2. ADDITIONAL PROVISIONS.
a. This Agreement shall be construed under and in accordance with, and
all questions or disputes arising hereunder (including, but not limited
to, the validity of this Agreement) shall be resolved in accordance
with the substantive law of the State of North Carolina without regard
to any of its conflict of laws provisions and applicable federal law.
b. If any provision of this Agreement is held to be invalid or
unenforceable, such provision shall be deemed to be deleted and the
remaining provisions shall remain in full force and effect.
c. This Agreement shall bind Assignor and its successors and assigns
and inure to the benefit of Assignee and its successors and assigns
d. THIS ASSIGNMENT IS MADE WITHOUT WARRANTY, EXPRESS OR
IMPLIED, AS TO THE MARKS AND THE SAME ARE BEING ASSIGNED TO ASSIGNEE AS
IS, WHERE IS, WITH ALL FAULTS AND LIABILITIES.
IN WITNESS WHEREOF, The parties hereto have caused this Agreement to be
executed as of the day and year first above written by and through their duly
authorized officers.
FIRST UNION NATIONAL BANK OF SOUTH CAROLINA
By:
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Names:
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Title:
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Acknowledged, agreed and accepted as
of the date hereof:
DALLAS GOLD & SILVER EXCHANGE, INC.
By:
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Names:
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Title:
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XXXXXXXXX JEWELERS CONSULTANTS, INC.
By:
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Names:
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Title:
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SCHEDULE A
MARKS
1. XXXXXXXXX
Registrant: Xxxxxxxxx Jewelers Consultants, Inc.
Registration No.: 1,913,728
Registration Date: August 22, 1995
2. SJC
Registrant: Xxxxxxxxx Jewelers Consultants, Inc.
Registration No.: 1,668,801
Registration Date: December 17, 1991
3. IT PAYS TO CALL THE EXPERTS
Registrant: Xxxxxxxxx Jewelers Consultants, Inc.
Registration No.: 1,677,021
Registration Date: February 25, 1992
4. JEWEL CASH
Registrant: Xxxxxxxxx Jewelers Consultants, Inc.
Registration No.: 1,944,835
Registration Date: January 2, 1996
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