EXHIBIT 2.6
ASSIGNMENT OF PROMISSORY NOTES
This ASSIGNMENT OF PROMISSORY NOTES ("Assignment") is made and entered into
as of November 1, 2002 (the "Effective Date"), by and between NEXTGEN
COMMUNICATION CORPORATION, A DELAWARE CORPORATION ("Assignor") and XXXX X.
XXXXXX, an individual, ("Assignee").
RECITALS
A. Assignor and Assignee have entered into a Stock Purchase Agreement dated
November 1, 2002 (the "Agreement"). Unless otherwise defined in this Agreement,
capitalized terms shall have the meanings given to them in the Agreement.
B. Assignor is the payee of certain promissory notes (the "Nextgen
Promissory Notes") that are listed on Exhibit A, attached to this Assignment and
incorporated by reference.
C. Pursuant to the terms of this Agreement, Assignor desires to assign
Assignor's rights, title, and interest in the Nextgen Promissory Notes to
Assignee, and Assignee desires to accept the assignment subject to the
conditions contained in Section 2.2(f) of the Agreement (the "Conditions").
NOW, THEREFORE, in consideration of the payment and delivery to
Assignor of all monies and instruments to be paid and delivered to Assignor by
Assignee pursuant to the terms of the Agreement, the receipt of which Assignor
acknowledges, Assignor and Assignee agree as follows:
1. ASSIGNMENT OF NEXTGEN PROMISSORY NOTES. Assignor assigns and transfers
to Assignee all of it's right, title, and interest in and to the payment of the
Nextgen Promissory Notes as of the Effective Date, subject to the satisfaction
of the Conditions. Assignor shall hold Assignee free and harmless of and from
any liabilities and obligations of Assignor under the Nextgen Promissory Notes.
On the date hereof, Assignor shall deliver the complete originally executed
copies of the Nextgen Promissory Notes endorsed for transfer to Assignee.
2. ACCEPTANCE OF ASSIGNMENT AND OBLIGATIONS. Subject to the satisfaction of
the Conditions, Assignee agrees to and accepts the assignment of payment of the
Nextgen Promissory Notes; provided that Assignee is not assuming any obligations
of Assignor under the Nextgen Promissory Notes whatsoever.
3. SUCCESSORS AND ASSIGNS. This Assignment shall inure to the benefit of,
and be binding on, successors and assigns of the parties.
4. COUNTERPARTS. This Assignment may be executed in any number of
counterparts, each of which shall be deemed an original. The counterparts shall
together constitute but one agreement.
ASSIGNOR:
NEXTGEN COMMUNICATIONS
CORPORATION, a Delaware corporation
By: /s/ Xxxxx Xxxxxxxx
-------------------------------------
Xxxxx Xxxxxxxx, President
Date: November 15, 2002
ASSIGNEE:
By: /s/ Xxxx X. Xxxxxx
-------------------------------------
Xxxx X. Xxxxxx
Date: November 15, 2002
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EXHIBIT "A"
ASSIGNMENT OF NEXTGEN PROMISSORY NOTES
1. Secured Promissory Note with face amount of $62,500 dated February 1, 2002
maker is Xxxxxx Xxxxx
2. Secured Promissory Note with face amount of $62,500 dated February 1, 2002
maker is Xxxxxxx X. Xxxxxxxxx.
3. Promissory Note with face amount of $50,000 dated June 4, 2002, maker is
Point to Point of Louisiana, Inc.
4. Secured Promissory Note with face amount of $1,000,000 dated February 22,
2002, maker is Point to Point of Louisiana, Inc.
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