Exhibit 7
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ASSIGNMENT AGREEMENT
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THIS AGREEMENT dated as of March 5, 2004 between Xxxxxx Family Holdings Inc.
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(the "Transferor") and LF Acquisition Corp. (the "Transferee").
WHEREAS the Transferor (as purchaser) and Xxxx Xxxxx (as vendor) entered into a
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share purchase agreement dated December 31, 2003 (the "Share Purchase
Agreement") dealing with the capital stock of Xxxxxxx Foods Limited.
NOW THEREFORE FOR GOOD AND VALUABLE CONSIDERATION RECEIVED BY EACH OF THE
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PARTIES, THE PARTIES AGREE AND THIS AGREEMENT WITNESSES THAT:
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1. The Transferor hereby assigns and transfers unto the Transferee
all rights, warranties, representations, obligations and
liabilities of the Transferor under the Share Purchase Agreement
and the Transferee hereby accepts and assumes same.
2. The Transferee hereby agrees to be bound by the terms and
conditions of the Share Purchase Agreement as if the Transferee
had originally been the purchaser thereunder.
3. The Transferor hereby agrees and acknowledges that it shall remain
jointly and severally liable with the Transferee under the Share
Purchase Agreement and under all closing documents.
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this
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Agreement as of the date first above written.
LF ACQUISITION CORP.
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Xx Xxxxxx, President
XXXXXX FAMILY HOLDINGS INC.
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Xx Xxxxxx, President
