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EXHIBIT 10.3
ASSIGNMENT AGREEMENT
This Assignment Agreement is dated this 3rd day of November, 1999.
BY AND BETWEEN:
CYCLONE FINANCING GROUP INC., a Canadian corporation with a
business address located at 000 - 00000 000xx Xxxxxx, Xxxxx Xxxxx,
Xxxxxxx Xxxxxxxx X0X 0X0
(herein called "Cyclone") OF THE FIRST PART
AND:
PHOENIX RESOURCES TECHNOLOGIES INC., a U.S. public company with a
business address located at 00000 Xxxxxxx Xxxxx X., Xxxxxxx, XX. 00000,
XXX
(herein called "Phoenix") OF THE SECOND PART
WHEREAS:
Cyclone has entered into an agreement with Xxxx Xxxxxx and
Xxxxxxxx Xxxxxx (herein referred to as "HHPN Option Agreement" a copy
of which is enclosed) to purchase up to 100% of their company, HHPN
Development Corporation.
NOW THEREFORE WITNESSETH,
THAT in consideration of the sum of $10.00 (ten dollars) and the
premises and the covenants, agreements, representations, warranties and
payments herein contained, the parties hereto covenant and agree as
follows:
Cyclone hereby transfers and assigns to Phoenix all of its rights,
benefits, obligations, duties and responsibilities, as outlined in the
HHPN Option Agreement.
This Assignment Agreement constitutes the entire agreement between
the parties and there are no representations or warranties, expressed
or implied, statutory or otherwise other than as expressly set forth or
referred to herein.
This Assignment Agreement shall enure to the benefit of and be
binding upon the parties hereto and their respective successors and
assigns.
This Assignment Agreement may be executed in several parts in the
same form and such parts as so executed shall together form one
original agreement, and such parts, if more than one, shall be read
together and construed as if all the signing parties hereto had
executed one copy of this Assignment Agreement.
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The parties acknowledge that the HHPN Option Agreement being
assigned was acquired solely at Xxx Xxxxx'x expense. Xxx Xxxxx, as an
Officer of both Cyclone and Phoenix, has been induced to transfer the
HHPN Option Agreement to Phoenix, at no charge, with the expectation
that it will increase the future value of his ownership in Phoenix.
That future value is subject to many variables including potential
litigation and claims by former associates, directors, officers,
suppliers, debtors or any other significant or material relationships
with Phoenix and Xxx Xxxxx has agreed to transfer the HHPN Option
Agreement to Phoenix conditionally, in that, if there are material
deficiencies in the information that was supplied to him by the former
board or Phoenix ("Deficiencies") and those Deficiencies result in the
reduction of value of his ownership in Phoenix then Cyclone has the
right, at its discretion, to either cancel this Agreement or claim from
the Company restricted shares to make up the difference in value
enjoyed by Xxx Xxxxx ("Difference") that would have resulted had those
Deficiencies not existed. A mediator or arbitrator, who shall be
mutually acceptable or appointed by the courts, shall first attempt to
calculate any such Difference prior to the courts having to make that
calculation. If the Agreement is cancelled, the Company alone shall be
responsible to and agrees to return any monies received from investors
who participate in private or public offerings made by the Company
during the term of this Agreement. The Company hereby indemnifies
Cyclone and Xxx Xxxxx from all liability arising out of such an action,
or any claim whatsoever, related to this Agreement, including cost of
defense.
GOVERNING LAW AND DISPUTES: The parties hereto agree that any
disagreement or dispute between them shall first be attempted to be
remedied by mediation or arbitration. In the event that agreement
cannot be reached on the appointment of an independent mediator or
arbiter then the parties hereto agree to accept the appointment of a
mediator or arbiter who shall be appointed, following application for
such appointment by the court. If the dispute cannot be remedied by
mediation or arbitration then this agreement shall be governed for all
purposes by the laws of the province of British Columbia. For any
disputes arising among the parties hereto, venue shall lie with the
court of competent jurisdiction in Vancouver, British Columbia.
ASSIGNMENT: This Assignment Agreement may be assigned by either
party without the consent of the other parties.
This Agreement supersedes all previous assignment agreements
entered between Cyclone Financing Group, Inc. and Phoenix Resources
Technologies, Inc.
IN WITNESS WHEREOF, the parties hereto have agreed to and have
caused this agreement to be executed effective as of the date first
above written.
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Authorized Signatures:
SIGNED, SEALED & DELIVERED )
By Authorized signatory of )
CYCLONE FINANCING GROUP INC. )
) __________________________
___________________________________) Xxx Xxxxx
Witness
SIGNED, SEALED & DELIVERED )
By Authorized signatory of )
PHOENIX RESOURCES ) C/S
TECHNOLOGIES INC. )
)
)
) __________________________
___________________________________) Director
Witness
