Exhibit 10.2
ASSIGNMENT OF INTEREST
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THIS ASSIGNMENT (the "Assignment") is made as of the 27th day of December,
2005 by STANFORD FINANCIAL GROUP, COMPANY, a Florida corporation (the
"Assignor"), in favor of AMERICAN LEISURE XXXXX CREEK, INC., a Florida
corporation (the "Assignee").
R E C I T A L S:
A. Assignee, Assignor and American Leisure Holdings, Inc. ("AMLH"), have
entered in to a certain Option Agreement dated as of July 8, 2005( the "Option
Agreement"), pursuant to which the Assignor has granted the Assignee an option
(the "Option") to acquire all of the Assignor's right, title and interest in
Xxxxx Creek Acquisition Company, LLC, a Florida limited liability company (the
"Company"), consisting of a 99% membership interest in the Company (the
"Interest").
B. Assignee, Assignor and AMLH have entered in to a certain Option Exercise
Agreement dated as of December 27, 2005 ( the "Option Exercise Agreement"),
pursuant to which the Assignee has exercised the Option.
C. Pursuant to the terms of the Option Agreement and the Option Exercise
Agreement, Assignor has agreed to assign to Assignee, and Assignee has agreed to
acquire from Assignor, the Interest, as more fully set forth in this Assignment.
NOW, THEREFORE, in consideration of the foregoing premises and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Assignor hereby agrees as follows:
1. Capitalized Terms. All capitalized terms utilized in this Assignment,
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unless otherwise expressly defined herein, shall have the meanings ascribed to
them in the Option Exercise Agreement.
2. Assignment of the Interest. Assignor hereby assigns, trans-fers, conveys
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and sets over unto Assignee and Assignee's successors and assigns, all of
Assignor's right, title and interest in and to the Interest, free and clear of
all Liens.
3. Further Assurances. Assignor agrees that it will, at the request of
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Assignee, at any time and from time to time after the date hereof and without
further consideration, duly execute and deliver or will cause to be done,
executed, acknowledged and delivered, all such further acts, assignments,
transfers, conveyances, and powers of attorney, as may be reasonably requested
by Assignee, its successors and assigns, to be necessary or proper for the
better assigning, transferring, granting, conveying, assuring and confirming to
Assignee ownership of the Interest.
4. Governing Law. This Assignment shall be governed by and construed in
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accordance with the laws of the State of Florida.
5. Binding Effect. The provisions of this Assignment shall extend to, bind,
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and inure to the benefit of, Assignee and its legal representatives, successors,
and assigns.
IN WITNESS WHEREOF, Assignor has executed this Assignment as of the day and
year first above written.
ASSIGNOR:
STANFORD FINANCIAL GROUP COMPANY
By:/s/ Xxxxx X. Xxxxx
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Its: CFO
Name: Xxxxx X. Xxxxx
