ASSIGNMENT AGREEMENT
THIS AGREEMENT is dated for reference the 16th day of July, 1996,
AMONG:
UV SYSTEMS TECHNOLOGY INC., a company incorporated
under the laws of British Columbia and having its registered office at 0000
Xxxxxxxx Xxx., Xxxxxxx, Xxxxxxx Xxxxxxxx (the "Company")
OF THE FIRST
PART
AND:
WORKING OPPORTUNITY FUND (EVCC) LTD., a company
incorporated under the laws of the Province of British Columbia and having
its head office at 0000-0000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx
Xxxxxxxx, X0X 0X0 (the "FUND")
OF THE SECOND
PART
AND:
MDS DISCOVERY VENTURE MANAGEMENT, INC., a
company incorporated under the laws of the Province of British Columbia
and having an office at Suite 000-000 Xxxx 0xx Xxxxxx, Xxxxxxxxx, Xxxxxxx
Xxxxxxxx, X0X 0X0 ("MDS")
OF THE THIRD
PART
AND:
SERVICE SYSTEMS INTERNATIONAL, LTD., a corporation
incorporated under the laws of the State of Nevada and having an office at
00000 - 00xx Xxxxxx, Xxxxx 000, Xxxxx Xxxx, Xxxxxxx Xxxxxxxx X0X 0X0
(SSI) OF THE FOURTH
PART
AND:
Xxx Xxxxxxxx, businessman, with the full name and resident address
shown on the signature page hereof ("Fielding")
OF THE FIFTH
PART
WHEREAS:
A. SSI is pursuing acquisition of the Company and has agreed to fund
50% of the Company's cash operating needs, pending completion of a
public or private offering by SSI within 181 days, whereupon the
acquisition will be completed;
B. SSI will soon have funds available for the 50% funding but the
Company needs funds immediately;
C. The Fund and MDS have agreed to advance additional funds to the
Company to cover SSI's share of the Company's cash operating needs to
date, being $55,000, subject to the terms and conditions set out in this
Agreement; and
X. Xxxxxxxx has a substantial interest in SSI and wishes to support SSI
in its acquisition efforts;
NOW THEREFORE THIS AGREEMENT WITNESSES that in
consideration of the premises, the mutual covenants and agreements set
forth in this Agreement, other good and valuable consideration and the sum
of $10 now paid by each party to the other (the receipt and sufficiency of
which is hereby acknowledged by each of the parties), the parties hereto
hereby agree as follows:
ARTICLE 1 - ADVANCES AND SUBSEQUENT ASSIGNMENT
1.1 Additional Advances
Each of the Fund and MDS will advance an additional $27,500 to the
Company to meet its current cash operating needs. The Company will
issue a separate promissory note to each of the Fund and MDS upon receipt
of such advances (referred to as the "Fund Note" and the "MDA Note"
respectively.
1.2 Purchase and Assignment of Promissory Notes
On July 26, 1996:
(a) SSI shall purchase the Fund Note from the Fund for $27,500,
payable by certified funds;
(b) SSI shall purchase the MDS Note from MDS for $27,500, payable
by certified funds; and
(c) upon receipt of such payment funds, the Fund and MDS agree that
the Fund Note and the MDS Note shall thereupon be assigned and
transferred to SSI, and the Company shall immediately cancel the Fund Note
and the MDS Note and immediately issue and deliver to SSI a new
promissory note for the sum of $55,000, using the form attached as
Schedule A hereto, which shall replace and supersede the Fund Note and
the MDS Note and govern the terms of the indebtedness of the Company
which SSI has purchased from the Fund and MDS hereunder.
ARTICLE 2 - GUARANTEE
3.1 Time of the Essence
Time shall be of the essence of this Agreement.
3.2 Number and Gender
In this Agreement, words (including defined terms) importing the singular
number include the plural and vice versa and words importing one gender
only shall include all genders and words importing persons in this
Agreement shall include individuals, partnerships, corporations and any
other entities, legal or otherwise.
3.3 Further Acts
Each of the parties shall, at the request of any other party, execute and
deliver any further documents and o all acts and things as that party may
reasonably require in order to carry out the true intent and meaning of this
Agreement.
3.4 Governing Law
This Agreement shall be governed by the laws of the Province of British
Columbia.
3.5 Severability
Any provision of this Agreement prohibited by law or otherwise ineffective
only to the extent of such prohibition or ineffectiveness and shall be
severable without invalidating or otherwise affecting the remaining
provisions hereof, and the parties hereby undertake to renegotiate in good
faith any such invalid or unenforceable provision, with a view to concluding
valid and enforceable arrangements as nearly as possible the same as those
contained in this Agreement.
3.6 No Merger
The guarantee provided hereunder shall not operate so as to create any
merger or discharge of any indebtedness or liability of the Company.
3.7 No Set Off
None of the parties shall claim or excise any right of set or counterclaim in
respect of their rights an obligations under this Agreement.
3.8 Waiver
Failure by any party hereto to insist in any instance upon the strict
performance of any one of the covenants contained herein shall not be
construed as a waiver or relinquishment of such covenant. No waiver by
any party hereto of any such covenant shall be deemed to have been made
unless express in writing an signed by the waiving party.
3.9 Parties of Interest
This Agreement shall endure to the benefit of and be binding upon the
parties hereto, their permitted assigns and their personal representatives,
administrators, heirs and successors.
IN WITNESS WHEREOF, the parties have executed this agreement as of
the date first written above.
UV SYSTEMS TECHNOLOGY, INC.
Per:
-------------------------------------------
(Authorized Signatory)
Name:
----------------------------------------
Title:
-----------------------------------------
WORKING OPPORTUNITY FUND (EVCC) LTD.
Per:
------------------------------------------
(Authorized Signatory)
Name:
---------------------------------------
Title:
----------------------------------------
MDS DISCOVERY VENTURE MANAGEMENT, INC.
Per: F.D.D. Xxxxx
-----------------------------------------
(Authorized Signatory)
Name: Xxxxx Xxxxx
--------------------------------------
Title: President
----------------------------------------
SERVICE SYSTEMS INTERNATIONAL, LTD.
Per: Xxx Xxxxxxxx
-----------------------------------------
(Authorized Signatory)
Name: Xxx Xxxxxxxx
---------------------------------------
Title: President
---------------------------------------
Signed, Sealed and Delivered by )
Xxx Xxxxxxxx in the presence of: )
)
J.R. Xxxxx ) Xxx Xxxxxxxx
------------------------------ --------------------------
(Witness name and signature) ) Xxx Xxxxxxxx
Full Name: Xxx Xxxxxxxx
-----------------------
Address: Richmond BC
-----------------------
SCHEDULE A
PROMISSORY NOTE
$55,000.00
July 26, 1996
FOR VALUE RECEIVED, the undersigned, UV SYSTEMS TECHNOLOGY, INC.,
hereby acknowledges itself indebted to and promises to pay on January 13,
1997 to or to the order SERVICE SYSTEMS INTERNATIONAL, LTD.
(the "Lender") at such place as the Lender may designate, the principal
amount of FIFTY FIVE THOUSAND ($55,000.00) DOLLARS, together
with interest thereon, calculated daily at the rate of 20% per annum up to
and after maturity, default and judgment and until actual payment, with
interest on overdue interest at the same rate.
Presentment, protest and notice of protest, and notice of dishonor and non-
payment are hereby waived by the undersigned.
This note shall be governed and construed in accordance with the laws of
the Province of British Columbia and the laws of Canada applicable therein.
Notwithstanding any other provision hereof, if the Lender fails to compete
the acquisition of all of the common shares of the undersigned held by
Working Opportunity Fund (EVCC) Ltd. and MDS Discovery Venture
Management Inc. by January 13, 1997, all indebtedness of the undersigned
to the Lender under this note shall automatically be fully and finally
extinguished and the Lender shall surrender this note to the undersigned and
shall make no claim in respect hereof.
EXECUTED at Vancouver, in the Province of British Columbia, as of the
16th day of July, 1996.
UV SYSTEMS TECHNOLOGY, INC.
By: /s/ J.R. Xxxxx
-------------------------------------------------
Name: J.R. Xxxxx
Title Vice President
