ASSIGNMENT AGREEMENT FOR LICENSE AGREEMENT
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RxSystems, Inc. (hereinafter "RxSystems") and Xxxxxxxxx.xxx, Inc. (hereinafter
"Surforama"), intending to be legally bound, agree as follows:
Whereas RxSystems is the holder of a License Agreement (hereinafter "License")
issued by RTIN Holdings, Inc. (hereinafter "RTIN") on March 19, 2002 for
$3,500,000.
Whereas RxSystems desires to assign, convey, and transfer the license to
Surforama.
Now therefore,
1. In consideration for the payments described in item 3 below,
RxSystems hereby transfers, assigns, and conveys all of their
right, title, and interest in the License to Surforama.
2. Surforama hereby agrees to indemnify RxSystems for any claims
with respect to the License against the Company in any amount now
or in the future.
3. Surforama agrees to:
a. As provided in the License, pay to RTIN $3,176,615 in
monthly payments in the amount of $25,000.00 through
December 1, 2005, with the remaining balance to be paid as
determined by the negotiations of Surforama and RTIN;
b. Reimburse Xxxxx Xxxxxx $370,000 in a form of consideration
and schedule of payments to be determined by the
negotiations of Xxxxx Xxxxxx and Surforama for personal
monies advanced by Xx. Xxxxxx to secure the License.
4. This agreement shall be considered a binding agreement and an
immediate assignment of rights.
Executed on this 27th day of May, 2003
RxSystems, Inc. Xxxxxxxxx.xxx, Inc.
/s/ Xxxxx X. Xxxxxx /s/ Xxxxx X. Xxxxxx
___________________________ ___________________________
By: Xxxxx X. Xxxxxx By: Xxxxx X. Xxxxxx
Its: CEO; President Its: CEO; President
