EXHIBIT 10.1
ASSIGNMENT AND ASSUMPTION OF LIABILITIES AGREEMENT
Agreement made as of the 23rd day of May, 2005 between Ocean West Enterprises,
Inc., a 100% owned subsidiary of Ocean West Holding Corporation ("OWHC"), which
is being spun off to the Shareholders of OWHC as of May 23, 2005
("Enterprises"). For $1.00, and other valuable consideration, receipt of which
is hereby acknowledged, Enterprises hereby assumes, and OWHC hereby assigns to
Enterprises, all liabilities and obligations ("Liabilities") of OWHC as of the
date hereof both known and unknown including, but not limited to, the
Liabilities described on Exhibit A hereto, and Enterprises agrees to pay the
Liabilities and to do and perform each and every thing required of Enterprises
to be done or performed in the same manner and with the same effect as though it
originally had been obligated on the Liabilities. Enterprises and Consumer
Direct of America, the majority shareholder of Enterprises following such
spinoff, hereby jointly indemnify and hold harmless OWHC and its officers,
directors, employees, representatives and shareholders from all such
Liabilities.
In WITNESS WHEREOF, the parties have duly executed this Assignment and
Assumption of Liabilities Agreement as of this 23 day of May, 2005.
Ocean West Enterprises, Inc.
By: /s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
Ocean West Holding Corporation
By: /s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
Consumer Direct of America
By: /s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx
EXHIBIT A
ASSUMED LIABILITIES
1. "Accounts Payable and Accrued Expenses"
2. Due to Stockholder
3. Current Maturities of Long Term Debt
4. Long Term Debt
5. Due to Ocean West Enterprises
