TRADEMARK ASSIGNMENT
WHEREAS, simultaneously with the execution and delivery of
this Trademark Assignment (this "Assignment"), LeeMAH Datacom Security
Corporation, a California corporation (the "Assignor") and wholly-owned
subsidiary of LeeMAH Corporation, a California corporation (the "Parent") is
selling certain of its assets and properties pursuant to an Asset Purchase
Agreement (the "Asset Purchase Agreement") dated February 25, 1999, by and among
MicroFrame, Inc., a New Jersey corporation (the "Assignee"), the Assignor and
the Parent.
WHEREAS, the Assignor is the owner of certain trademarks
listed on Exhibit A annexed hereto(hereinafter, the "Marks") and the federal
registrations therefor; and
WHEREAS, the Assignee desires to acquire from the Assignor all
of its right, title and interest in and to the Marks worldwide and the federal
registrations therefor;
NOW, THEREFORE, for the consideration set forth in the Asset
Purchase Agreement, the receipt and sufficiency of which is hereby acknowledged,
the Assignor hereby confirms, assigns, transfers and sets over to the Assignee
and its successors and assigns, the Assignor's entire right, title and interest
in and to the Marks and the federal registrations therefor (including the right
to xxx for past infringements), together with the goodwill of the business
associated with the Marks and which is symbolized by the Marks, as fully and
entirely as the same would have been held and enjoyed by the Assignor if this
Assignment had not been made.
The Assignor expressly agrees, upon the written request of the
Assignee, to execute, acknowledge and deliver, such documents and other
instruments that the Assignee may consider to be required to evidence or
effectuate the sale, conveyance, assignment, transfer and delivery to the
Assignee of the Marks.
IN WITNESS WHEREOF, the Assignor has executed this Assignment
on February 25, 1999.
LeeMAH Datacom Security Corporation
By: /s/ Xxxxxx Xxx
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Name: Xxxxxx Xxx
Title: Chief Financial Officer
STATE OF )
) SS:
COUNTY OF )
On the day of _______________ in the year 1999 before me, the
undersigned, a Notary Public in and for said State, personally appeared
____________, personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that he executed the same in his
capacity, and that by his signature on the instrument, the individual, or the
person upon behalf of which the individual acted, executed the instrument.
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Notary Public
