Exhibit 4.3
ASSIGNMENT AND ASSUMPTION AGREEMENT
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WHEREAS, on or about March 25, 1997, XXX X. XXXXXXXXXXX, a sole proprietor
doing business as WATER POUCH ("Assignor"), assigned, transferred and conveyed
to THE CHILDREN'S BEVERAGE GROUP, INC., a Delaware corporation ("Assignee"), all
of his right, title and interest in and to all of the operating assets used in
the conduct of the business of WATER POUCH (the "Transferred Assets"), subject
to all of his obligations and liabilities relating thereto, in consideration of
the issuance to the Assignor of 9,000,000 shares of the Common Stock, $0.0001
par value per share, of the Assignee; and
WHEREAS, the assignment of the Transferred Assets was not documented with a
written agreement at the time of the assignment, and the parties to the
assignment wish to document said assignment in writing at this time;
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which hereby are acknowledged, the Assignor hereby confirms the
assignment, transfer and conveyance to the Assignee of all of the Assignor's
right, title and interest in and to the Transferred Assets, effective as of
March 25, 1997.
The Assignee hereby confirms its acceptance of the foregoing assignment of
the Transferred Assets and its assumption of all of Assignor's obligations and
liabilities relating thereto, without exception.
Assignor confirms that at the time of the assignment, he was the lawful
owner of the Transferred Assets and that he had the right to transfer and assign
them to the Assignee.
The Assignor covenants and agrees that he will execute and deliver all
further documents and take all other actions that may be reasonably necessary or
appropriate in order to fully document the assignment, transfer and conveyance
of the Transferred Assets to the Assignee.
IN WITNESS WHEREOF, the undersigned have executed this Assignment and
Assumption Agreement as of January 11, 1999.
ASSIGNOR: ASSIGNEE:
THE CHILDREN'S BEVERAGE GROUP, INC.,
a Delaware corporation
/s/ Xxx X. Xxxxxxxxxxx By: /s/ Xxx X. Xxxxxxxxxxx, President
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Xxx X. Xxxxxxxxxxx, a sole proprietor Xxx X. Xxxxxxxxxxx, President
doing business as WATER POUCH
