E-9
Exhibit 5
J-Bird Music Group Ltd.
Form 10-KSB
File No. 0-24449
ASSIGNMENT AGREEMENT
This Assignment Agreement, made this 10th day of December,
1997 by and among J-BIRD MUSIC GROUP LTD, a Pennsylvania
corporation with its principle place of business at 000 Xxxxxxx
Xxxx, Xxxxxx, XX 00000 ("J-Bird"), and XXXX CORPORATION, a Rhode
Island coporation with offices at 0 Xxxxxx Xxxxxx, Xxxxxxxxxxxx,
X0 00000 ("Xxxx Corporation").
WHEREAS, pursuant to an Assignment Agreement dated May 3,
1996 by and between Caltron, Inc., Xxxxxx Xxxxxx ("XXXXXX"), and
Rhode Island Renal Ozone Sterilaization System ("XXXX") and any
rights that Xxxxxx and RIRI had pursuant to a Development and
Investment Agreement dated Nevember4 21, 1995 (hereinafter the
Assigned Rights:
WHEREAS, pursuant to a merger by and between Caltron and J-
Bird, J-Bird has assumed certain of Caltron rights, including
Caltron's right to the Assigned Rights.
WHRERAS, XXXXXX and RIRI, by executing this Assignment
Agreement do hereby consent to J-Bird's assumption of Caltron's
rights to the Assignee Rights.
WHEREAS, J-Bird now desires to assign its interests in the
Assigned Rights to Xxxx Corporation and Xxxx Corporation desires
to accept such assignment in exchange for said monies described
in Section 2.
NOW THEREFORE, in consideration of the mutual premises and
promises contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledge, the signatory parties agree hereto as follows:
1. Assignment
J-BIRD hereby assigns all of its rights, title and interests
in said Assignments Agreement dated May 3, 1996 to Xxxx
Corporation. Under said Assignment. Xxxx Corporation must comply
with any and all conditions outlined is said Assignment Agreement
and Xxxx Corporation specifically agrees to perform all
obligations of Caltron pursuant to said Assignment Agreement,
(See Exhibit A attached hereto.) Notwithstanding the foregoing, J-
Bird, Ross Corporation, RIRI, and Xxxxxx hereby agree that the
reversion right provided in Section 10 of the Assignment
Agreement dated May 3, 1996 shall be triggered within five (5)
years of the date of this Assignment Agreement rather than within
five (5) years of the Assignment Agreement dated May 3, 1996.
2. Consideration for Assignement.
In consideration of the foregoing, Xxxx Corporation shall
pay to J-Bird five hundred thousand dollars ($500,000). Said
monies shall be paid pursuant to the promissory note and pledge
agreement attached hereto as Exhibit B.
IN WITNESS WHEREOF, the parties have set their hands and
seal this day, month, and year above written.
J-BIRD MUSIC GROUP LTD
/s/
Xxxx X. Xxxxxxxx
President
XXXX CORPORATION
/s/
Xxxxxx Xxxxx
President
RHODE ISLAND RENAL INSTITUTE
/s/
Xxxxx Xxxx
Executive Director
/s/
Xxxxxx X. Xxxxxx
