1
EXHIBIT 10.1
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement") is made,
executed and delivered as of September 21, 2001, by and between TRANSNET
CONNECT, INC., a Florida corporation ("Grantor"), and OWNERTEL, INC., a Georgia
corporation ("Grantee").
WITNESSETH:
WHEREAS, Grantor desires to transfer, convey and assign all of
Grantor's rights in and to the various Independent Contractor Agreements by and
between the independent sales agents listed on Exhibit A and Grantor (the
"Agent Agreements") to Grantee; and
WHEREAS, Grantee desires to assume, undertake, pay, perform and
discharge all of Grantor's liabilities, obligations, and duties under the Agent
Agreements; and
NOW, THEREFORE, in consideration of a one-year warrant to purchase
500,000 shares of the common stock of Grantee at $1.50 per share, Grantor
hereby transfers and assigns to Grantee, its successors and assigns, all of
Grantor's right, title and interest in and to the Agent Agreements, and Grantee
hereby agrees to assume, undertake, pay, perform and discharge all of Grantor's
obligations and duties under the Agent Agreements.
IN WITNESS WHEREOF, Grantor and Grantee have each caused this
Agreement to be executed as of the date first above written.
TRANSNET CONNECT, INC.
By /s/ Xxxx Xxxxx
--------------------------------
Xxxx Xxxxx
President
OWNERTEL, INC.
By /s/ Xxxxxxx X. Head, III
--------------------------------
Xxxxxxx X. Head, III
President
2
EXHIBIT A
TRANSNET CONNECT AGENT PROGRAM
ID NUMBER AGENT'S NAME LOCATION PHONE NUMBER
--------- ------------ -------- ------------
[CONFIDENTIAL TREATMENT REQUESTED]
