EXHIBIT 10.2
GENERAL ASSIGNMENT AND XXXX OF SALE
-----------------------------------
THIS GENERAL ASSIGNMENT AND XXXX OF SALE dated as of June 1, 2006, from
ONESOURCE IMAGING, INC. ("Seller") to COMMERCE PLANET, INC. ("Buyer").
WHEREAS, Buyer and Seller have entered into that certain Asset Purchase
Agreement of even date (the "Asset Purchase Agreement"), providing for the sale,
conveyance, assignment, transfer and delivery by Seller to Buyer of property and
assets of Seller specified in the Asset Purchase Agreement.
NOW, THEREFORE, pursuant to the Asset Purchase Agreement, Seller hereby
sells, conveys, assigns, transfers and delivers to Buyer all of Seller's right,
title and interest in and to the Assets (as defined in the Asset Purchase
Agreement).
TO HAVE AND TO HOLD all and singular the Assets unto Buyer, his successors
and assigns forever. The execution and delivery of this General Assignment and
Xxxx of Sale by Seller shall not be (or be deemed to be) a waiver or discharge
of any representation, warranty, covenant or agreement of Seller in the Asset
Purchase Agreement. Seller, for herself and her successors and assigns, hereby
covenants with Buyer and Buyer's successors and assigns, that Seller will,
without further consideration, do, execute and deliver, or will, to the extent
of her control, cause to be done, executed and delivered all such further acts,
transfers, assignments and conveyances, and will take such further action, in
order better to assure, convey and confirm unto Buyer, his successors and
assigns, the Assets, as reasonably requested by Buyer.
(Signature Page Follows)
IN WITNESS WHEREOF, Seller has caused this General Assignment and Xxxx of
Sale to be duly executed as of the day and year first written above.
Onesource Imaging, Inc.
By: /s/ Xxxxxx Xxxxxxx
------------------------
Xxxxxx Xxxxxxx
CEO/President
By: /s/ Xxxxxx Xxxxxxx
-----------------------
Xxxxxx Xxxxxxx, An Individual
By: /s/ Xxxxxx Xxxxxxx
--------------------------
Xxxxxx Xxxxxxx, An Individual
