ASSIGNMENT
BY
GRAND SLAM III
OF THE
RIGHTS AND RESPONSIBILITIES
UNDER ITS
AGREEMENT
WITH
XXXXX, XXXXX & LORDS, LTD.
TO
GRAND SLAM LICENSING, INC.
THIS ASSIGNMENT is entered into this 28th day of April, 1995 by
and between Grand Slam III, hereinafter referred to as "GS III", an Indiana
Limited Partnership with offices at 000 Xxxxxxxxxxxx Xxxxxxx, Xxxxx 000,
Xxxxxxxxxxxx, Xxxxxxx 00000 and Grand Slam Licensing, Inc., hereinafter
referred as "GSL", an Indiana C Corporation, with offices at 000
Xxxxxxxxxxxx
Xxxxxxx, Xxxxx 000, Xxxxxxxxxxxx, Xxxxxxx 00000.
RECITALS
1) On April 12, 1996, GS III entered into an Agreement with Xxxxx,
Xxxxx, & Lords, Ltd., hereinafter referred to as "PW&L", for PW&L to
provide
consultation on restructuring GS III's licensed products and other licensing
related business activities into a separate and distinct C Corporation, GSL,
and consulting with that GSL on the structuring and marketing of a private
placement.
2) Upon the incorporation of GSL on April 28, 1995, the focus of
PW&L's consultation changes from GS III to GSL.
3) Since the Agreement between GS III and PW&L serves the needs
of GSL from the date of its incorporation forward, GS III desired to assign
its
rights and responsibilities under the Agreement to GSL.
AGREEMENT
NOW THEREFORE in consideration of these recitals and the mutual
convenants contained herein, the parties agree as follows:
1) Assignment of rights. GS III does hereby assign and transfer
all of its rights and responsibilities under its Agreement with PW&L to
GSL,
subject to the covenants, agreements and condition contained therein.
2) Covenants of GS III. GS III hereby covenants that all of the
covenants, agreements and conditions contained therein to be performed by
both
parties have been duly observed and performed up to and including the date
of
GSL's incorporation, April 28,1996.
3) Covenants of GSL. GSL hereby covenants to GS III that it will
henceforth make all payments required by, and will observe and perform all
the
covenants, agreements and conditions on GS III's part contained in the
Agreement
and that GSL will indemnify GS III from and against all actions,
proceedings,
claims, and demands in respect to the said payments, covenants, agreements
and
conditions respectively.
IN WITNESS WHEREOF, the parties have executed this
Assignment to be effective as of the day and date first written above.
Grand Slam III Grand Slam Licensing, Inc.
Assignor Assignee
by: by:
Xxxxxx X. Xxxxxxxx, Esq. Xxxxxxx X. Xxxxxxxx
General Partner Assistant Secretary
