EXHIBIT 10.1
ASSIGNMENT, CONTRIBUTION AND ACKNOWLEDGMENT
This Assignment, Contribution and Acknowledgment is made this __ day of
________, 1999 by and between the undersigned shareholder (the "Shareholder") of
Alaron Trading Corporation, an Illinois corporation ("ATC"), and Xxxxxx.xxx
Corporation, a Delaware corporation ("Xxxxxx.xxx").
WHEREAS, the Shareholder owns __ shares of common stock, no par value,
of ATC (the "Stock");
WHEREAS, the Shareholder is also a shareholder in Xxxxxx.xxx;
WHEREAS, the Shareholder has determined it to be in the best interests
of the Shareholder, ATC and Xxxxxx.xxx to assign and contribute all of the Stock
to the paid in capital of Xxxxxx.xxx;
WHEREAS, after the contribution of the Stock and the contributions of
the other shareholders of ATC to Xxxxxx.xxx, Xxxxxx.xxx will own all of the
issued and outstanding stock of ATC.
NOW, THEREFORE, in consideration of the foregoing recitals, and other
good and valuable consideration, the receipt and sufficiency which are hereby
acknowledged, the Shareholder and Xxxxxx.xxx agree as follows:
1. Contribution and Assignment. The Shareholder hereby irrevocably
assigns, transfers and contributes to Xxxxxx.xxx all right, title and interest
in and to the Stock and does hereby appoint Xxxxxxx Xxxxxx & Xxxx Chartered as
attorneys to transfer the Stock on the books and records of ATC with full power
of substitution in the premises.
2. Acknowledgment. Xxxxxx.xxx hereby acknowledges receipt of the Stock
and of the contribution to its paid in capital.
IN WITNESS WHEREOF, the parties have executed this Assignment,
Contribution and Acknowledgment this __ day of _______, 1999.
Xxxxxx.xxx Corporation
By:_______________________________
Xxxxxx Xxxxxxxxx, President
__________________________________
Shareholder
