ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Assignment") is entered into as
of the day of October 2006, by INVESTMENT CAPITAL RESEARCHERS, INC., a
California corporation ("ICR"), , LANDBANK GROUP, INC., a Delaware corporation
("Assignee"), LANDBANK, LLC, a California limited liability company ( "LLC"),
and its former members, Xxxx Xxxxxx and Xxxx Xxxxxxx (together with the LLC, the
"LLC Parties").
RECITALS
A. ICR and the LLC Parties entered into an Agreement, dated August 1, 2005
(the "Agreement"), as amended by a First Amendment dated June 27, 2006 (the
"First Amendment") for the provision of certain services by ICR in connection
with a proposed business combination between LLC and Assignee, for the benefit
of Assignee.
B. The LLC Parties desire to assign all of their rights, interests and
obligations under the Agreement, as amended by the First Amendment, to Assignee,
and Assignee desires to assume such rights, interests and obligations.
In consideration of the mutual covenants contained herein and other good
and valuable consideration, the parties hereby agrees as follows:
1. The LLC Parties hereby transfer, assign, set over to, and vest in
Assignee, its successors and assigns, all of its right, title and
interest in and to the Agreement and the First Amendment, and all of
the LLC Parties' burdens, obligations and liabilities in connection
therewith. Assignee hereby accepts the Assignment and assumes and
agrees to observe and perform all of the duties, obligations, terms,
provisions and covenants, and to pay and discharge all of the
liabilities of the LLC Parties to be observed, performed, paid or
discharged from and after the date hereof.
2. Upon the assignment contemplated hereunder, the LLC Parties shall be
released from any and all liability under the Agreement or the First
Amendment. Assignee agrees to indemnify and hold the LLC Parties
harmless from any and all costs, liabilities, damages claims and
expenses incurred by the LLC Parties arising out of or in connection
with the Agreement or the First Amendment.
IN WITNESS WHEREOF, the LLC Parties have caused this Assignment to be executed
as of the day and year first above written.
LLC Parties:
By: Landbank, LLC
By: Landbank Group, Inc., sole member
By: /s/ Xxxx Xxxxxxx
-------------------------------------
Xxxx Xxxxxxx, CEO
By: /s/ Xxxx Xxxxxx
-------------------------------------
Xxxx Xxxxxx, President
By: /s/ Xxxx Xxxxxxx
----------------------------------------
Xxxx Xxxxxxx, in his individual
capacity as former member
By: /s/ Xxxx Xxxxxx
----------------------------------------
Xxxx Xxxxxx, in his individual capacity
as former member
ASSIGNEE:
By: Landbank Group, Inc.
By: /s/ Xxxx Xxxxxxx
------------------------------------
Xxxx Xxxxxxx, CEO
By: /s/ Xxxx Xxxxxx
------------------------------------
Xxxx Xxxxxx, President
ICR:
By: Investment Capital Researchers, Inc.
By: /s/ Xxxxxxx Xxxxx
------------------------------------
Xxxxxxx Xxxxx, President
