ASSIGNMENT
THIS ASSIGNMENT is made and entered into this 7th day of March, 2000, by
and between SUNDOG TECHNOLOGIES, INC., a Delaware corporation ("Assignor"), in
favor of QV ACQUISITION CORPORATION, a Delaware corporation ("Assignee").
RECITALS
A. Assignor is the licensee under that certain Software License Agreement
and Software Technical Support Agreement Addendum between Assignor and QUI VIVE,
a Delaware corporation, both executed on November 8, 1999 (collectively, the
"License"), copies of which is attached hereto as Exhibit"A"; and
B. Assignee desires to acquire all of Assignor's right, title, and interest
arising under, in and to the License.
NOW, THEREFORE, in consideration of the 10,000 shares of common stock of
Envision Development Corporation, a Florida corporation ("Envision") paid to
Assignor pursuant to the Stock Acquisition Agreement, dated February 7, 2000,
between Assignee, Assignor, Xxxxxxxxxx.xxx, Inc., a Florida corporation
("Xxxxxxxxxx.xxx."), and RockMountain Ventures Fund, LP, a Delaware limited
partnership, (the rights and interests of Xxxxxxxxxx.xxx having been previously
assigned to Envision) and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, it is mutually agreed by and
between the parties to the Assignment, as follows:
1. Assignor does hereby irrevocably and absolutely grant, assign, transfer,
bargain, sell, deliver and set over unto Assignee and its successors and assigns
forever all of Assignor's rights, title and interests arising under, in and to
the License, and any and all documents, records and agreements relating to the
use thereof by Assignor.
2. Assignor hereby represents and warrants to Assignee and its successors
and assigns that Assignor is hereby selling, assigning and transferring to
Assignee on the date hereof good and marketable title to the License, free and
clear of all liens, security interests, encumbrances and rights of others.
3. Assignor agrees that it will save and hold harmless Assignee of and from
any all actions, suits, damages, claims, and demands whatsoever arising by
reason of any act or omission of Assignor in connection with the License arising
or occurring on or prior to the date hereof.
4. Assignee hereby agrees to be bound in all respects by the all of the
terms and conditions of the Licence from and after the date hereof and that it
will duly keep, observe, and perform all of the obligations of the Assignor
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in connection with the License that are to be kept, observed, and performed
thereunder from and after the date hereof. Assignee further agrees that it will
save and hold harmless Assignor of and from any all actions, suits, damages,
claims, and demands whatsoever arising by reason of any act or omission of
Assignee in keeping, observing, and performing any term, condition, or provision
of this Assignment on and after the date hereof.
5. Assignor and Assignee hereby agree to execute such additional documents
as may be necessary to carry out the intent of this Assignment.
6. This Assignment shall be binding upon and inure to the benefit of the
parties, their respective successors, and permitted assigns. This Assignment
shall be governed by, and construed in accordance with, the laws of the State of
Delaware. This Assignment may be executed in counterparts, each of which shall
be deemed to be an original and all of which shall be deemed to be one and the
same instrument.
IN WITNESS WHEREOF, the parties have duly executed this Assignment as of
the day and year first written above.
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SIGNATURE PAGE FOLLOWS.]
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ASSIGNOR:
SUNDOG TECHNOLOGIES, INC.,
a Delaware corporation
By: /s/ Xxxx Xxxx
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Xxxx Xxxx, Chief Executive Officer
ASSIGNEE:
QV ACQUISITION CORPORATION,
a Delaware corporation
By: /s/ X X Patch
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Its President
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Address: 00000 X.X. 000xx Xxxx
Xxxxx, Xxxxxxx 00000
Attn: Xxxxxxx Patch,
President and CEO
Facsimile: 000-000-0000
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EXHIBIT "A"
[Software License Agreement and Software Technical Support Agreement]
