ASSIGNMENT
OF
MANUFACTURING AGREEMENT
THIS ASSIGNMENT is dated as of the 14th day of July, 1998, by and
between Video Lottery Consultants, Inc., a Maine corporation with a place of
business at 000 Xxx Xxxxxx, Xxxxxxxxxx, Xxxxx, 00000 (the "Assignor") and
Fortune Entertainment Corporation, a Bahama corporation with a place of business
at 000-000 Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X XX0 (the
"Assignee").
RECITALS:
A. Pursuant to a certain Purchase and Sale Agreement among Assignor,
Assignee, Xxxxxxx X. Xxxxxx ("Xxxxxx") and Fortune Entertainment Corporation, a
Delaware corporation ("FECD"), dated September 5, 1997, as amended on January
27, 1998, January 29, 1998, March 12, 1998 and July 9, 1998 (such agreement, as
it has been amended and may hereafter be amended the "Purchase and Sale
Agreement", Assignor has agreed to conditionally assign to Assignee its right,
title and interest in, to and under the instruments described below.
B. All defined terns used but not otherwise defined herein shall have
the meaning assigned to them in the Purchase and Sale Agreement.
NOW, THEREFORE, in Consideration of the premises, and for other good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Assignor and Assignee hereby agree as follows:
1. Assignor does hereby assign, transfer, convey, grant, bargain,
set-over, release, deliver, vest and confirm unto Assignee, and its successors
and assigns, the entire right, title and interest of Assignor in and to the
Manufacturing Agreement, dated April 18, 1997, by and between Assignor and
Amusement World, Inc., a copy of which is attached hereto and made a part hereof
as Exhibit A (the "Contract").
2. Assignee accepts assignment of the aforementioned Contract and
hereby agree to assume and perform and fully discharge when due all of
Assignor's liabilities and responsibilities thereunder, whenever incurred or
arising (the "Assumed Liabilities"). In connection therewith, Assignee agrees to
indemnify and hold harmless Assignor of, from and against any and all claims
relating to the Assumed Liabilities.
3. This is a conditional assignment only and, in the event of a default
by Assignee under the Purchase and Sale Agreement, this Assignment shall
terminate and the Software Release shall be immediately returned to Assignor.
4. This Assignment shall be construed in accordance with the laws of
the State of Maine.
5. The Assignment shall be binding upon and shall inure to the benefit
of the parties hereto and their respective legal representatives, successors and
assigns.
IN WITNESS WHEREOF, Assignor and Assign have executed this Agreement as
of the date hereof.
ASSIGNOR:
VIDEO LOTTERY CONSULTANTS, INC.
_______________________________ By:_________________________________
Witness Xxxxxxx X. Xxxxxx
President
ASSIGNEE:
FORTUNE ENTERTAINMENT
CORPORATION, a Bahama Corporation
_______________________________ By:_________________________________
Witness
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