ASSIGNMENT AND AMENDMENT AGREEMENT
This Assignment and Amendment Agreement (the "Agreement") is made and
entered into as of January 26, 2005 by and among STONE STREET ASSET MANAGEMENT,
LLC, a Nevada limited liability corporation (the "Assignor"), CORNELL CAPITAL
PARTNERS, L.P. (the "Assignee"), and LEHIGH ACQUISITION CORPORATION (the
"Company").
NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10.00) and
other good and valuable consideration, the parties do hereby agree to as
follows:
1. SECURED PROMISSORY NOTE. Assignor is the legal and beneficial owner of
that certain Secured Promissory Note (the "Note") dated December 22, 2003 in the
principal amount of One Million Four Hundred Thousand Dollar ($1,400,000) given
by (the "Company") to the Assignor. The Assignor hereby absolutely, irrevocably
and unconditionally sells, assigns, conveys, contributes and transfers to
Assignee the right to collect the entire principal amount, plus accrued but
unpaid interest, under the Note, which Note shall continue to be secured by that
certain mortgage made on April 22, 2004 between the Company and the Assignor
(the "Mortgage"). This assignment is made free and clear of any and all claims,
liens, demands, restrictions or encumbrances of any kind whatsoever.
Concurrently with the assignment of the Note, the Assignor shall assign the
Mortgage to the Assignee. Upon such assignment, the Assignee shall have all of
the rights and powers that the Assignor had under the Mortgage.
2. AMENDMENT OF SECURED PROMISSORY NOTE. The Company, the Assignor, and
the Assignee agree to defer the begining of the monthly payments due pursuant to
Section 1 of the Note for the period of one year, from January 1, 2005 to
January 1, 2006.
3. REPRESENTATIONS AND WARRANTIES. The Assignor hereby represents and
warrants to and covenants with the Assignee that the Assignor has full right and
authority to enter into and perform their obligations under this Agreement.
4. ADDITIONAL DOCUMENTS. The Assignor agrees to execute any and all other
documents which are, in the opinion of the Assignee or its counsel, necessary to
carry out the terms and conditions of this Agreement.
5. EFFECTIVE DATE AND COUNTERPART SIGNATURE. This Agreement shall be
effective as of the date first written above. This Agreement, and acceptance of
same, may be executed in one or more counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the same
instrument. Confirmation of execution by telex or by telecopy or telefax of a
facsimile signature page shall be binding upon that party so confirming.
IN WITNESS WHEREOF, The parties have caused this Assignment and Amendment
Agreement to be executed on the day and year first above written.
STONE STREET ASSET MANAGEMENT, LLC
By:
Its:
By:
--------------------------------
Name:
Title:
THE ASSIGNEE
CORNELL CAPITAL PARTNERS, L.P.
By: Yorkville Advisors, LLC
Its: General Partner
By: /s/ Xxxx Xxxxxx
--------------------------------
Name: Xxxx Xxxxxx
Its: Managing Director
LEHIGH ACQUISITION CORPORATION
By: /s/ Xxxxxx Xxxxxxx
--------------------------------
Name: Xxxxxx Xxxxxxx
Title: President
Acknowledged By:
NUWAVE TECHNOLOGIES, INC.
By: /s/ Xxxxxx Xxxxxxx
--------------------------------
Name: Xxxxxx Xxxxxxx
Title: President
