EXHIBIT 10.2
XXXX OF SALE AND GENERAL ASSIGNMENT OF ASSETS
KNOW ALL MEN AND WOMEN BY THESE PRESENTS THAT:
Design Data Systems Corporation, a Florida corporation ("Seller"), pursuant
to that certain Asset Purchase Agreement dated as of November 4, 1999 (the
"Agreement"), by and between the Seller and ASA International Ltd., a Delaware
corporation ("Buyer"), for and in consideration of good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
does hereby grant, bargain, sell, convey, transfer, assign, set over and deliver
to Buyer, its successors and assigns, all of Seller's right, title and interest
in and to all of the Seller Assets (excluding the Replacement Property, as
defined in the Assignment dated November 4, 1999 by and among Seller, Buyer and
SQL Acquisition LLC.) Capitalized terms used but not otherwise defined herein
shall have the meanings set forth in the Agreement.
TO HAVE AND TO HOLD all of the properties, assets and rights granted and
transferred hereby, with the appurtenances thereof, unto Buyer, its successors
and assigns forever, for their own use and benefit.
For the consideration aforesaid, Seller hereby constitutes and appoints
Buyer, its successors and assigns, the true and lawful attorney or attorneys of
Seller, with full power of substitution, for Seller and in its name and stead,
or otherwise, but on behalf and for the benefit of Buyer, its successors and
assigns, to demand and receive from time to time, any and all properties hereby
given, granted, bargained, sold, assigned, transferred, conveyed, set over,
confirmed and delivered and give receipts and releases for and in respect of the
same and any part thereof, and from time to time to institute and prosecute in
the name of Seller or otherwise, but for the benefit of Buyer, its successors
and assigns, any and all proceedings at law, in equity or otherwise, which
Buyer, its successors or assigns, may deem proper in order to collect, assert or
enforce any claim, right or title of any kind in and to the properties hereby
given, granted, bargained, sold, assigned, transferred, set over, conformed,
delivered or conveyed, and to defend or compromise any or all actions, suits or
proceedings in respect of any said properties and do all such acts and things in
relation thereto as Buyer, its successors and assigns, shall deem advisable,
Seller hereby declaring that the appointment made and the powers hereby granted
are coupled with an interest and are and shall be irrevocable by Seller in any
manner and for any reason.
Seller for itself and its successors and assigns, does hereby covenant with
Xxxxx, its successors and assigns, that Seller and its successors and assigns
will do, execute, acknowledge and deliver, or will cause to be done, executed,
acknowledged and delivered all such further acts, deeds, bills of sale,
transfers, assignments and conveyances, powers of attorney, conveying and
confirming unto Buyer, its successors and assigns, all and singular, the
properties hereby granted, sold, assigned, transferred, conveyed and delivered
as Buyer, its successors or assigns, shall reasonably require, provided,
however, that the Buyer, its successors and assigns shall prepare all necessary
documentation in conformity with the terms and conditions of the Agreement at
Buyer's expense.
This Bill of Sale and General Assignment of Assets may be executed in one
or more counterparts, each of which shall be an original, but which together
shall constitute one and the same instrument.
IN WITNESS WHEREOF, ASA International, Ltd. and Design Data Systems
Corporation have each caused this instrument to be signed in its name by its
duly authorized officer to be effective as of the 30 day of September, 1999.
ASA INTERNATIONAL, LTD.
By: /S/ XXXXXX X. XXXXXXXX
Name: XXXXXX X. XXXXXXXX
Title: CHIEF EXECUTIVE OFFICER
DESIGN DATA SYSTEMS CORPORATION
By: /S/ XXXXXXX X. XXXX
Name: XXXXXXX X. XXXX
Title: PRESIDENT
CERTIFICATION
COMMONWEALTH OF )
MASSACHUSETTS
) ss.
COUNTY OF SUFFOLK )
On this 4th day of November, 1999, before me, the undersigned, a Notary
Public for the Commonwealth of Massachusetts, personally appeared Xxxxxxx X.
Xxxx, personally known to me (or proved to me on the basis of satisfactory
evidence) to be the person who executed the foregoing instrument as President of
the corporation named xxxxxxx, and acknowledged to me that he executed the same
as his voluntary act on behalf of such corporation with authority to do so for
the purposes therein set forth.
/S/ XXXXXXXX X. XXXXXXXX,
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Notary Public
My Commission expires: November 23, 2001
