ASSIGNMENT AND ASSUMPTION AGREEMENT

Exhibit 10.1

ASSIGNMENT AND ASSUMPTION AGREEMENT

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”) is made and entered into as of August ___, 2005 by and among XXXXXXX, XXXXXXX GROUP, INC., a Florida corporation, XXXXXXX XXXXXXX GROUP, INC., (Formerly, Xxxxxx Engineered Plastics Corp.), a Nevada corporation, and CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership.

RECITALS

WHEREAS, Cornell Capital Partners, LP (“Cornell”) and Xxxxxxx, Xxxxxxx Group, Inc. (“Xxxxxxx Florida”) entered into a securities purchase agreement on December 22, 2004 and amended on June 3, 2005, (“Securities Purchase Agreement”) pursuant to which Xxxxxxx Florida has issued and sold to Cornell, and Cornell has purchased secured convertible debentures (the “Convertible Debentures”) in the principal amount of $1,075,000. In connection with and contemporaneously with the Securities Purchase Agreement Cornell and Xxxxxxx Florida entered into an investor registration rights agreement (“Registration Rights Agreement”), and Xxxxxxx Florida, Cornell, and Xxxxx Xxxxxxxx, Esq. entered into an escrow agreement (the “Escrow Agreement”) (the Securities Purchase Agreement, Convertible Debentures, Registration Rights Agreement, and Escrow Agreement are collectively referred to as the “Transaction Documents”). The obligations of Xxxxxxx Florida under the Transaction Documents are secured by a security agreement between Xxxxxxx Florida and Cornell (the “Security Agreement”), a security agreement between Cornell and Xxxxxxx, Xxxxxxx and Company, Inc., a wholly owned subsidiary of Xxxxxxx Florida (the “Subsidiary Security Agreement”), and a pledge and escrow agreement among Xxxxxxx, Xxxxxxx Florida and the Pledgors (as defined therein) (the “Pledge Agreement”).

WHEREAS, in July 2005, Xxxxxx Engineered Plastics Corp., a Nevada corporation (“Xxxxxx”) acquired all the capital stock of Xxxxxxx Florida. Subsequent to the acquisition, Xxxxxx changed its name to Xxxxxxx Xxxxxxx Group, Inc. (“Xxxxxxx Xxxxxxx”) and Xxxxxxx Florida became a wholly owned subsidiary of Xxxxxxx Xxxxxxx. On the date hereof, Xxxxxxx Xxxxxxx is assuming all the rights and obligations of Xxxxxxx Florida pursuant to the Transaction Documents and Xxxxxxx Florida is guarantying all the obligations that Xxxxxxx Xxxxxxx owes to Cornell by virtue of such assignment.

TERMS AND CONDITIONS

Xxxxxxx Florida, as of the date hereof, for and in consideration of the assumption by Xxxxxxx Xxxxxxx of all rights and obligations of the Xxxxxxx Florida pursuant to the Transaction Documents and other agreements executed or delivered in connection therewith, including, without limitation, the Convertible Debentures in the principal amount of $1,075,000 (collectively, the “Rights and Obligations”), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, has:

GRANTED, SOLD, ASSIGNED, TRANSFERRED, CONVEYED and DELIVERED and does by these presents GRANT, SELL, ASSIGN, TRANSFER, CONVEY and DELIVER unto Xxxxxxx Xxxxxxx, all right, title and interest of Xxxxxxx Florida in and to the Rights and Obligations. Xxxxxxx Florida shall not be released from any of the Rights and Obligations owed to Cornell under the Transaction Documents.

TO HAVE AND TO HOLD, the Rights and Obligations and all such other property as is hereinabove described unto Xxxxxxx Xxxxxxx and Xxxxxxx Xxxxxxx’x successors, legal representatives and assigns, forever.

AND Xxxxxxx Florida does covenant to and with Xxxxxxx Xxxxxxx that it is the lawful owner of the rights contained in the Rights and Obligations, that they are free from all liens and encumbrances, that it has good right to sell the same, that it will defend the same from the claims of all others, and that it has not previously assigned, conveyed or transferred any Rights and Obligations.

Within five (5) business days after Xxxxxxx Xxxxxxx’x request, Xxxxxxx Florida shall execute and deliver to Xxxxxxx Xxxxxxx or any designee of Xxxxxxx Xxxxxxx any and all such further documents as Xxxxxxx Xxxxxxx may reasonably require to effectuate the transfer, assignment and conveyance contemplated hereby, including without limitation, any and all documents required by any governmental entity, Cornell, or any third party.

By its execution hereof, Xxxxxxx Xxxxxxx hereby accepts the transfer, assignment and conveyance of the Rights and Obligations and expressly assumes all of the Rights and Obligations as if Xxxxxxx Xxxxxxx had been the original signatory to the Transaction Documents and all agreements executed or delivered in connection therewith.

All of the covenants, terms and conditions set forth herein shall be binding upon, and inure to the benefit of, the parties hereto, and their respective successors, personal and legal representatives, heirs, devisees and assigns.

SIGNATURE PAGE TO FOLLOW

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IN WITNESS WHEREOF, the parties hereto have duly executed this Assignment and Assumption Agreement as of the date first above written.

Xxxxxxx, Xxxxxxx Group, Inc.

By:  

Name: Xxxxxx Xxx

Title: Chief Executive Officer

Xxxxxxx Xxxxxxx Group, Inc.

(Formerly, Xxxxxx Engineered Plastics Corp.)

By:  

Name: Xxxxxx Xxx

Title: Chief Executive Officer

Cornell Capital Partners, LP

By: Yorkville Advisors, LLC

Its: General Partner

By:

Name: Xxxx Xxxxxx

Title: Portfolio Manager

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WHEREAS, Cornell Capital Partners, LP (“Cornell”) and Xxxxxxx, Xxxxxxx Group, Inc. (“Xxxxxxx Florida”) entered into a securities purchase agreement on December 22, 2004 and amended on June 3, 2005, (“Securities Purchase Agreement”) pursuant to which Xxxxxxx Florida has issued and sold to Cornell, and Cornell has purchased secured convertible debentures (the “Convertible Debentures”) in the principal amount of $1,075,000. In connection with and contemporaneously with the Securities Purchase Agreement Cornell and Xxxxxxx Florida entered into an investor registration rights agreement (“Registration Rights Agreement”), and Xxxxxxx Florida, Cornell, and Xxxxx Xxxxxxxx, Esq. entered into an escrow agreement (the “Escrow Agreement”). DEFINE TRANSACTION DOCS The obligation of Xxxxxxx Florida under the Convertible Debentures are secured by a security agreement between Xxxxxxx Florida and Cornell (the “Security Agreement”), a security agreement between Cornell and Xxxxxxx, Xxxxxxx and Company, Inc., a wholly owned subsidiary of Xxxxxxx Florida (the “Subsidiary Security Agreement”), and a pledge and escrow agreement among Xxxxxxx, Xxxxxxx Florida and the Pledgors (as defined therein) (the “Pledge Agreement”).

WHEREAS, in July 2005, Xxxxxx Engineered Plastics Corp., a Nevada corporation (“Xxxxxx”), acquired all the capital stock of Xxxxxxx Florida. Subsequent to the acquisition, Xxxxxx changed its name to Xxxxxxx Xxxxxxx Group, Inc. (“Xxxxxxx Xxxxxxx”) and Xxxxxxx Florida became a wholly owned subsidiary of Xxxxxxx Xxxxxxx. On the date hereof, Xxxxxxx Xxxxxxx assumed all the rights and obligations of Xxxxxxx Florida pursuant to the Transaction Documents and Xxxxxxx Florida agreed to guaranty all the obligations that Xxxxxxx Xxxxxxx owes to Cornell by virtue of such assignment.

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