Exhibit 10.3
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ASSIGNMENT AND ASSUMPTION AGREEMENT
For value received, INNOVATIVE OPTICS, INC., a Georgia corporation
(hereinafter "Assignor"), hereby sells, assigns, transfers and sets over to
PARADIGM MEDICAL INDUSTRIES, INC. , a Delaware corporation (hereinafter
"Assignee"), its successors and assigns, and Assignee hereby assumes, all of
Assignor's right, title, interest, obligations and duties in and to the
liabilities identified in Section 3.1 and the Scheduled Contracts identified in
Section 5.1.10 and Schedule 5.1.10 of the Asset Purchase Agreement dated as of
January 31, 2002 to which Assignor and Assignee are parties (the "Asset Purchase
Agreement"). Said Sections 3.1 and 5.1.10 and Schedule 5.1.10 are incorporated
herein and made a part hereof by reference.
Assignor will cooperate with Assignee to effectuate the intention of
the Asset Purchase Agreement to enable Assignee to obtain and enjoy all of the
benefits and advantages of the Scheduled Contracts being transferred hereunder.
If any contract rights or privileges cannot be assigned, or consent to any
assignment cannot be obtained, Assignor will enforce in Assignee's name for the
benefit of Assignee all such rights and privileges, it being understood and
agreed that this latter provision shall not in any way relieve Assignor of its
obligation to obtain the necessary consents.
Assignor and Assignee agree that the terms of this Agreement shall be
deemed to supplement the provisions of the Asset Purchase Agreement. In the
event of inconsistency between the terms of this Agreement and the Asset
Purchase Agreement, the terms of the Asset Purchase Agreement shall prevail.
IN WITNESS WHEREOF, Assignor and Assignee have executed this Agreement
and Assumption as of the 31st day of January, 2002 by and through the
undersigned individuals.
INNOVATIVE OPTICS, INC.
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Chief Executive Officer
PARADIGM MEDICAL INDUSTRIES, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, Chair and
Chief Executive Officer
