Exhibit 10.17
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS AGREEMENT executed this 31st day of March, 2001, by and between WHY
USA Financial Group, Inc., a Minnesota corporation (hereinafter "WHY USA"),
and Northwest Investment Trust, Inc., a Minnesota corporation, (hereinafter
"Northwest"),
WITNESSETH.
WHEREAS, WHY USA had previously pursued the acquisition of a certain mortgage
company known as America's Cashline Corp. (hereinafter "Cashline"), and
WHEREAS, Northwest invested certain significant funds into Cashline to support
its operations during WHY USA's pursuit of Cashline, and received from
Cashline promissory notes securing the obligation of Cashline to Northwest
(hereinafter the "Cashline Notes"), (a true and correct copy of the Cashline
Notes are attached hereto as Exhibit A), and
WHEREAS, WHY USA, on February 8, 2001, acquired 100% ownership of Cashline in
a stock for stock acquisition, and
WHEREAS, WHY USA has certain obligations to Northwest and has executed
promissory notes (hereinafter WHY USA Notes) to Northwest securing said debt,
(A true and correct of said notes is attached hereto as Exhibit B), and
WHEREAS, Northwest wishes to assign its holders rights in the Notes to WHY USA
in exchange for certain shares of WHY USA common stock and agrees to cancel
certain outstanding WHY USA Notes, and
WHEREAS, WHY USA wishes to accept the assignment of Northwest's holder's
interest in the Cashline Notes and to execute a new note in favor of Northwest
in the amount of $85,000.00.
NOW, THEREFORE, for good and valuable consideration, the sufficiency of which
is hereby acknowledged, Northwest agrees to assign its interest in the
Cashline Notes to WHY USA upon the following terms and conditions:
1. Northwest's investment in Cashline shall be agreed to be $708,216.77. The
amounts previously paid by WHY USA to Northwest, relating to the Cashline
acquisition, shall be agreed to be $560,025.16. The unrecovered amount of
Northwest's investment in Cashline that is being satisfied by this
agreement is $148,191.61.
2. As consideration for the assignment of the Holder's interest in the
Notes, WHY USA shall deliver to Northwest, upon demand, 296,384 shares of
WHY USA Financial Group, Inc. common stock.
3. Northwest agrees to deem those WHY USA Notes attached hereto as Exhibit B
"Paid in Full."
4. WHY USA shall execute a new note in favor of Northwest in the amount of
$85,000.00 as and for the remaining obligation between WHY USA and
Northwest upon delivery of the above referenced shares of WHY USA common
stock.
FURTHER, the parties agree that the assignment of said Notes shall be non-
recourse. Each party agrees to execute any documents necessary to complete the
above stated provisions.
IN WITNESS whereof the parties do set their hands this 31st day of March 2001.
WHY USA FINANCIAL GROUP, INC. NORTHWEST INVESTMENT TRUST, INC.
/s/ Xxxxxx X. Xxxxxxx /s/ Xxx Xxxxxxxxx
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By: Xxxxxx X. Xxxxxxx By: Xxx Xxxxxxxxx
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Its: C.F.O. Its: President
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