EXHIBIT 2.2
ASSIGNMENT
This Assignment is entered into this 15th day of June, 1999, by and between
Xxxx Security International, Inc. ("MSI") and American Wash Services, Inc.
("AWS").
RECITALS
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AWS is a party to an Agreement of Sale dated April 23, 1999, by and between
AWS as purchaser and Xxxxx XxXxxxxxxxxx and Xxxxxxxx XxXxxxxxxxxx, as sellers
(the "Purchase Agreement"). AWS wishes to assign to MSI all of its rights and
obligations under the Purchase Agreement and MSI is willing to accept all of
AWS's rights and obligations under the Purchase Agreement.
NOW THEREFORE intending to be legally bound hereby the Parties hereto agree
as follows:
1. Assignment. AWS hereby assigns to MSI all of AWS's rights and
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obligations under the Purchase Agreement. MSI hereby accepts the assignment of
AWS's rights and obligations under the Purchase Agreement. MSI hereby
indemnifies AWS from and against all claims, damages, causes of actions, and all
expenses, including the costs of litigation and attorney's fees relating to
MSI's performance under the Purchase Agreement.
2. Consideration. Within 60 days after closing under the Purchase
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Agreement, MSI hereby agrees to pay AWS $5,000 payable in good funds in exchange
for the assignment of the Purchase Agreement.
IN WITNESS WHEREOF, this Assignment has been executed the day and year
above written.
AMERICAN WASH SERVICES, INC.
By: /s/ Xxxxx X. Xxxxxxx, Xx.
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Xxxxx X. Xxxxxxx, Xx., President
XXXX SECURITY INTERNATIONAL, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx, Treasurer
