EXHIBIT 99.4
ASSIGNMENT
PNW, LLC, a Delaware limited liability company ("Assignor"), in
consideration of the purchase price of One Dollar ($1.00), the receipt and
sufficiency of which are acknowledged, hereby sells, grants, assigns, transfers
and conveys to Xxxxxxx Xxxxx & Co., a New York Limited Partnership ("Assignee"),
all of Assignor's right, title and interest, if any (whether now owned or
hereafter acquired), in, to and under the following described properties, rights
and interests: (a) the Equity Assets and (b) the Documents, as such terms are
defined below:
"Equity Assets" means the assets referred to as the "A-Fem
-------------
Medical Series A. Convertible Preferred Stock" on pages 23 through 28 (excluding
and ending at the listing for "EOH Salem Holding LLC) set forth in the Schedule
of Original Loan Documents attached to the Overbid Purchase Contract dated
January 24, 2002 between MTGLQ Investors, LP, as buyer thereunder, and Xxxxxx X.
Xxxxxx, Receiver for Capital Consultants, LLC, and Oregon Limited Liability
Company in the cases of Securities and Exchange Commission v. Capital
---------------------------------------------
Consultants, LLC, et. al. (U.S. District Court, District of Oregon Case No.
-------------------------
00-1290-K-1) and Xxxxxx Xxxx, Secretary of Department of Labor v. Capital
--------------------------------------------------------
Consultants, LLC, et. al. (U.S. District Court, District of Oregon Case No.
-------------------------
00-1291-K-1), as seller thereunder.
"Documents" means with respect to the Equity Asset: (1) all
---------
written contracts, agreements, instruments and documents relating to the Equity
Asset; (2) all written security agreements, pledge agreements, financing
statements, mortgages, deeds of trust, assignments of leases and/or rents, and
other writings creating, evidencing or perfecting liens, security interests,
pledges, hypothecations or other encumbrances securing the Equity Asset; (3) all
written guaranties of or indemnification agreements relating to the Equity
Asset; (4) all certificates of title, insurance policies, stock certificates,
certificates of deposit, certificates of membership interests, certificates of
partnership interests and other agreements, instruments or documents securing
the Equity Asset; (5) all other collateral in the possession of Assignor
securing the Equity Asset; (6) all written disbursement and payment histories
relating to the Equity Asset; and (7) all written amendments, assignments,
extensions and reinstatements of and all supplements to any of the items listed
in (1) through (4) above.
IN WITNESS WHEREOF, Xxxxxxxx has executed and delivered this
Assignment.
Dated: February 6, 2002
PNW, LLC
By: /s/ Xxx Xxxxxxxx
----------------
Name: Xxx Xxxxxxxx
Title: Attorney-in-Fact
