EXHIBIT 2.5
ASSUMPTION AGREEMENT
ASSUMPTION AGREEMENT (the "Assumption Agreement"), dated as of June 23,
2004, among Encompass Group Affiliates, Inc., a Delaware corporation
("Encompass"), and Hy-Tech Technology Group, Inc., a Delaware corporation
("Hy-Tech Technology"), and Hy-Tech Computer Systems, Inc., a Delaware
corporation ("Hy-Tech Computer" and together with Hy-Tech Technology, "HYTT").
BACKGROUND
A. HYTT is entering into an Agreement with Encompass, dated as of the
date hereof (the "Agreement"), pursuant to which HYTT concurrently herewith is
refraining from pursuing certain of rights and licensing certain of its assets
to Encompass.
B. In partial consideration therefore, the Agreement requires that
Encompass agree to perform, pay or discharge certain liabilities and obligations
of HYTT.
NOW, THEREFORE, for valuable consideration, the receipt and legal
sufficiency of which are hereby acknowledged, and intending to be legally bound
hereby, the parties hereby agree as follows:
1. Assumption of Liabilities. Encompass hereby undertakes, assumes and
agrees to perform, pay or discharge in accordance with their terms, to the
extent not heretofore performed, paid or discharged and subject to the
limitations contained in this Assumption Agreement, the liabilities and
obligations of HYTT described in Schedule I hereto, but only to the extent and
in the amounts that such liabilities and obligations are so listed or described.
2. Remedies. The assumption by Encompass of the liabilities and
obligations set forth in this Assumption Agreement shall not be construed to
defeat, impair or limit in any way the rights, claims or remedies of Encompass
under the Agreement.
3. No Other Liabilities. Other than as specifically set forth in this
Assumption Agreement, Encompass assumes no liability or obligation of any kind,
character or description of HYTT or any other person.
4. Governing Law. This Assumption Agreement shall be governed and
construed in accordance with the laws of the State of Delaware.
5. Binding Agreement. This Assumption Agreement shall be binding upon,
and shall inure to the benefit of, the successors and assigns of the parties
hereto.
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6. Amendments and Waiver. No modification, wavier or termination of
this Assumption Agreement shall be binding unless executed in writing by the
party to be bound thereby. No waiver of any of the provisions of this Assumption
Agreement shall be deemed or shall constitute a waiver of any other provision
hereof, nor shall such waiver constitute a continuing waiver unless otherwise
expressly provided.
7. Severability. In the event that any provision of this Assumption
Agreement shall be held to be unenforceable for any reason, such
unenforceability shall not affect any other provision hereof.
8. Counterparts. This Assumption Agreement may be executed in one or
more counterparts, each of which shall constitute an original, but all of which
together shall be one and the same instrument.
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IN WITNESS WHEREOF, the parties have caused this Assumption Agreement
to be executed by their duly authorized representatives as of the date first
written above.
ENCOMPASS GROUP AFFILIATES, INC.
By:
----------------------------------------
Name:
Title:
HY-TECH TECHNOLOGY, INC.
By:
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Name:
Title:
HY-TECH COMPUTER SYSTEMS, INC.
By:
----------------------------------------
Name:
Title:
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SCHEDULE I
ASSUMED LIABILITIES
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Name and Address Principal amount of Debenture
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KT Capital, LP $100,000
000 Xxxx Xxxxxx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxxx Xxxx, Managing Partner
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Xxxxx X. Xxxxxxx & Xxxxxxxxx X. Xxxxxxx $100,000
0000 Xxxxxxx Xxxx Xxxxxx, Xx. 00
Xxxx Xxxxx, XX 00000
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Xxxxx X. Xxxxxxx, Xxxxx X. Xxxxxxx & $100,000
Xxxxxxx Xxxxx-Hoagsberg
0000 Xxxxxxx Xxxx Xxxxxx, Xx. 00
Xxxx Xxxxx, XX 00000
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Xxxxx X. Xxxxxxx $100,000
0000 Xxxxxxx Xxxx Xxxxxx, Xx. 00
Xxxx Xxxxx, XX 00000
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Maximum Ventures, Inc. $103,300
0000 Xxxx Xxxxxxx Xxxx
Xxxx Xxxxx, XX 00000
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Total $503,300
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