EXHIBIT 10.5
ASSIGNMENT
This Assignment ("Assignment") is entered into this 27th day of January,
2000 by and between Xxxxx X. Xxxxxxx, III ("Assignor") and CardXX, Inc., a
Nevada corporation ("Assignee").
RECITALS
A. Assignor is the owner and inventor of certain technology and
intellectual property ("IP") as described on Exhibit A attached hereto.
B. Assignee desires to acquire rights to the IP upon the terms and
conditions set forth herein.
C. Assignee is granting Assignor a security interest by a separate Security
Agreement of even date herewith (the "Security Agreement") in the IP to secure
the payment of the amounts due from Assignee to Assignor under this Assignment.
IT IS AGREED:
1. Assignment. In consideration of the issuance and delivery of 700,000
shares of Assignee's common stock and a payment of $600,000 to be paid by
Assignee to Assignor on or before March 31, 2000 together with an additional
payment of $200,000 to be paid on or before January 1, 2001 (together with
interest on such cash payments from the date each payment is due until paid at
the rate of 10% per annum), Assignor hereby grants to Assignee and Assignee
hereby accepts an assignment of the IP. Assignor has supplied Assignee with
drawings, specifications, instructions, manuals and other documentation
pertaining to the IP which Assignee is currently using in the conduct of its
business. Assignor makes no express or implied warranties of merchantability or
fitness for a particular purpose and Assignee accepts the IP as is.
2. Ownership. Assignor hereby represents and warrants that, to the best of
Assignor's knowledge and belief, Assignor is the legal and beneficial owner of
the IP free and clear of all liens or other encumbrances, pledges, assignments,
licenses and shop rights.
IN WITNESS WHEREOF, this Assignment is made the date first above written.
/s/ Xxxxx X. Xxxxxxx, III
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Xxxxx X. Xxxxxxx, III
