EXHIBIT 10.24
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GENERAL ASSIGNMENT
This Assignment dated September 30, 1996 is from Seattle FilmWorks, Inc., a
Washington corporation ("Parent"), to OptiColor, Inc., a Washington corporation
("OptiColor") and Seattle FilmWorks Manufacturing Company, a Washington
corporation ("SFW Manufacturing").
RECITAL
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Pursuant to Stock Exchange Agreements of even date herewith between Parent
and each of Opticolor and SFW Manufacturing, Parent has concurrently herewith
assigned, transferred, conveyed and delivered to OptiColor and SFW Manufacturing
certain assets related to Parent's business in exchange for shares of the common
stock of OptiColor and SFW Manufacturing, respectively.
AGREEMENT
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1. Parent does hereby assign, transfer, deliver and set over unto
OptiColor and its successors and assigns forever all of Parent's right, title
and interest in and to the following agreements (collectively, the
"Agreements"):
a. Nonexclusive Distribution Agreement, dated May 6, 1994, by and
between ADCAM, Incorporated and Seattle FilmWorks, Inc.
b. Distributor Agreement, dated December 30, 1994, by and between Seattle
FilmWorks, Inc. and AMT Corporation.
c. Purchase and Sale Agreement, dated December 16, 1993, between Private
Label Film, Inc., Xxxxx Xxxxxxx, Xxxxx Xxxxxxx, Xxxxxxxxxxx Xxxxxxx,
Xxxxxx Xxxxxxx, Xxxxx Xxxxxx and Xxxxxx Xxxx and Seattle FilmWorks,
Inc.
d. Distribution Agreement, dated September 15, 1994 between New Xxxx,
Inc. and Seattle FilmWorks, Inc.
2. OptiColor hereby assumes, and agrees to hold Parent harmless from, and
shall hereafter fully and faithfully discharge as they become due, all
obligations to be performed by Parent under the Agreements after the date
hereof.
3. Parent does hereby agree to use its best efforts to add OptiColor and
SFW Manufacturing as parties to the following agreements:
a. Agreement, dated July 13, 1992, between Seattle FilmWorks, Inc. and
Xxxx Xxxxx dba Functional Forms.
b. Sales Contract, dated August 18, 1995 between Seattle FilmWorks, Inc.
and Agfa Division of Bayer Corporation.
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c. Supplement to Seattle FilmWorks Contract dated August 18, 1995, dated
March 29, 1996 signed by Case X. Xxxxx and Xxx X. Xxxxxxxx.
4. Parent does hereby assign, transfer, deliver and set over unto
OptiColor and its successors and assigns forever all of the assets and
liabilities set forth on Exhibit A hereto and OptiColor hereby assumes, and
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agrees to hold Parent harmless from, and shall thereafter discharge as they
become due, all liabilities set forth on Exhibit A.
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5. Parent does hereby assign, transfer, deliver and set over unto SFW
Manufacturing and its successors and assigns forever all of the assets and
liabilities set forth on Exhibit B hereto and SFW Manufacturing hereby assumes,
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and agrees to hold Parent harmless from, and shall thereafter discharge as they
become due, all liabilities set forth on Exhibit B.
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6. Parent hereby warrants to OptiColor and SFW Manufacturing and their
successors and assigns that Parent is hereby assigning and transferring to
OptiColor and SFW Manufacturing as of the date hereof good and marketable title
to such property, [free and clear of all liens, security interests, encumbrances
and rights of others.] Parent covenants that it will warrant and defend such
title against all claims and demands whatsoever.
7. Parent shall, at any time and from time to time hereafter, but only
upon the request of OptiColor and/or SFW Manufacturing do, execute, acknowledge
and deliver or shall cause to be done, executed, acknowledged and delivered all
such further reasonable acts, assignments, transfers, conveyances, assurances
and other instruments as may be reasonably required for the transferring,
conveying, assigning, delivering, assuring and assisting in collecting and
reducing to the possession of OptiColor and/or SFW Manufacturing of any and all
of the assets listed on Exhibit A and Exhibit B and the Agreements. The parties
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further agree to perform or cause to be performed at and after the date hereof
any and all further acts as may be reasonably necessary to consummate the
transactions contemplated hereby.
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IN WITNESS WHEREOF, the parties hereby execute this Agreement.
SEATTLE FILMWORKS, INC.
By: /s/ Xxxx Xxxxxxxxxxxxxx
Title: President
SEATTLE FILMWORKS MANUFACTURING COMPANY
By: /s/ Case X. Xxxxx
Title: Vice President/Treasurer
OPTICOLOR, INC.
By: /s/ Xxxxxx Xxxx
Title: President
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EXHIBIT A
ASSETS AND LIABILITIES TRANSFERRED TO OPTICOLOR
Trade Receivables - - $772,465
Inventories - - $732,484
Fixed Assets (personal property) - - $7,384
Deposits/prepaid expenses
Noncompete Agreement - - $751,336
Liabilities - - <$41,832>
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EXHIBIT B
ASSETS AND LIABILITIES TRANSFERRED TO
SFW MANUFACTURING
Trade Receivables - - $867,670
Inventories - - $2,203,890
Fixed Assets (personal property) - - $3,987,293
Deposits/prepaid expenses - - $183,300
Liabilities - - <$361,268>
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