EXHIBIT 10.4
ASSIGNMENT
ASSIGNMENT, made as of this 30th day of October, 1996 by and between
Digital Vehicle Security Systems Limited, (hereinafter referred to as
"Digital") a corporation formed and existing under the laws of the United
Kingdom, the registered office of which is located at Xxxx 0X Xxxxxxx Xxxxxxxx
Xxxxxx, Xxxxxxxxxx Xxxx, Xxxxxxxxxxxxxxx, XX0 0XX, Xxxxxxx; Alcohol Sensors
Europe, Plc (hereinafter referred to as "ASE") a corporation formed and
existing under the laws of the United Kingdom, the registered office which is
located at Saxeway Business Center, Chartridge Lane, Chesham, Buckinghamshire,
HP5 2SH, England, Xxxxxxx Xxxxxxxxx (hereinafter referred to as "Xxxxxxxxx")
the Managing Director of Digital Vehicle Security Systems Limited with offices
located at Xxxx 0X Xxxxxxx Xxxxxxxx Xxxxxx, Xxxxxxxxxx Xxxx, Xxxxxxxxxxxxxxx,
XX0 0XX, Xxxxxxx and Alcohol Sensors International, Ltd. (hereinafter referred
to as "ASI") a corporation formed and existing under the laws of the State of
New York, with its principal offices located at 00 Xxxx Xxxxx, Xxxxxxxx, Xxx
Xxxx 00000.
WHEREAS, Digital has previously entered into an agreement
(hereinafter referred to as "Agreement") with ASI, whereby Digital became the
Exclusive Distributor of ASI's breath alcohol ignition interlock devices in
the territories listed in that Agreement; and
WHEREAS, Digital and ASI, on May 9, 1996 executed a Contract
Affirmation whereby both Digital and ASI reaffirmed their previous Agreement,
dated October 21, 1993 and included a schedule of Purchase Requirements which
was incorporated into the original Agreement; and
WHEREAS, Xxxxxxxxx is the principal owner and Managing Director of
Digital and has full legal and corporate authority to act on behalf of
Digital; and
WHEREAS, Xxxxxxxxx and ASI formed and incorporated ASE on October 9,
1996, whereby ASI owns 80% and Xxxxxxxxx owns 20% of ASE;
NOW THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties agree:
1. As principal owner of Digital, Xxxxxxxxx hereby assigns to ASE, all its
rights and obligations under the Agreement between Digital and ASI,
executed October 21, 1993 and reaffirmed May 9, 1996.
2. ASI consents to the assignment by Digital of its rights and obligations
pursuant to the aforementioned Agreement between Digital and ASI.
3. ASE agrees to assume all of Digital's rights and obligations contained
in the aforementioned Agreement between Digital and ASI.
IN WITNESS WHEREOF, the parties hereto have caused this Assignment to
be executed and accepted as of the day and year first written above.
_____________________________________________________
Xxxxxxx Xxxxxxxxx, Managing Director
Digital Vehicle Security Systems Limited
_____________________________________________________
Xx. Xxxxxx X. Xxxxxxxx, Director
Alcohol Sensors Europe, Plc
_____________________________________________________
Xxxxxx X. Xxxxxxx, President, Chief Executive Officer
Alcohol Sensors International, Ltd.
