ASSIGNMENT AND
ASSUMPTION AGREEMENT
WITH LICENSOR CONSENT
This Assignment and Assumption Agreement is hereby entered into
effective as of October 13, 2000 by and between Triad Petroleum, LLC, a Florida
limited liability company ("Assignor"), and Regenesis Holdings, Inc., a Florida
corporation ("Assignee").
In consideration of the sum of $10 and other good and valuable
consideration furnished to Assignor by the Assignee, the receipt and sufficiency
whereof is hereby acknowledged, Assignor hereby conveys, transfers, and assigns
to the Assignee all of its right, title, and interest in and to that certain
Technology License and Marketing Agreement between Emation, LLC, as Licensor,
and Assignor, Triad Petroleum, LLC, as Licensee, with an effective date of
September 1, 2000 (the "Contract") to have and to hold unto its successors and
assigns, to and for its and their own use and benefit forever.
Assignee further accepts all of Assignor's right, title, and interest
in and to the Contract and assumes all of Licensee's obligations under the
Contract. Assignee hereby agrees to all terms, covenants, and conditions of the
Licensee under the Contract and agrees to perform all obligations to be
performed by Licensee thereunder. Assignee further indemnifies Assignor for any
damages or claims arising out of breach of Assignee's obligations hereunder.
This Agreement shall be governed by and construed in accordance with
the laws of Florida.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
signed effective as of October 12, 2000.
Assignee:
REGENESIS HOLDINGS, INC.,
a Florida corporation
By:
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Print Name
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Title
Assignor:
TRIAD PETROLEUM, LLC, a Florida limited liability company
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By:
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Print Name
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Title
Consented to:
Licensor:
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EMATION, LLC
