Exhibit 10.5
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT is made and entered into as of the
11th day of December, 2001 by and among BEACON MARKETING SERVICES, INC., a Maine
corporation ("Beacon") and DANMARK, INC. d/b/a DMI, a Maine corporation
("Danmark", and collectively with Beacon, the "Transferors") and INFOTOPIA,
INC., a Nevada corporation and TRENDIRECT MARKETING, INC., a Delaware
corporation (together, the "Company").
KNOW ALL MEN BY THESE PRESENTS, That:
1. Transferors, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and pursuant to (A) a certain Order
Authorizing the Debtors to (i) Sell Substantially All Assets Free and Clear of
Liens and Encumbrances Pursuant to 11 U.S.C.A. Section 363(b), 363(f) and
363(k) and (ii) Assume, Assign and Sell Executory Contracts Pursuant to 11
U.S.C.A. Section 365(b) and 365(f) dated November 21, 2001 (the "Sale Order")
and (B) Order Authorizing the Debtors to Assume, Assign and Sell Various
Executory Contracts Pursuant to 11 U.S.C.A. Sections 365(b) and 365(f) in
Connection with Sale of Substantially All Assets, dated December 11, 2001 (the
"Assumption Order") (In Re: Danmark, Inc. Case No. 01-21420, In Re: Beacon
Marketing Services, Inc., Case No. 01-21421), do hereby grant, assign, convey
and transfer to Company, its successors and assigns, all of the Transferors'
right, title and interest in and to the contracts and agreements listed in
SCHEDULE A attached hereto and made a part hereof (the "Contracts") free and
clear of all liens and encumbrances and rights of third parties except for
amounts necessary to cure monetary defaults set forth in the Sale Order or
opposite the name of the non-debtor party to the Contracts on Exhibit C to the
Assumption Order; Company hereby assumes all of the Transferors' obligations
under the Contracts which accrue or otherwise are to be performed after the date
hereof; and Company does hereby accept said assignment of the Contracts and
agrees to perform Transferors' obligations thereunder which accrue or otherwise
are to be performed after the date hereof.
2. Transferors jointly and severally represent and warrant that (a) the
attached Contracts are true, complete and accurate copies as of the date hereof
and have not been amended or otherwise contain terms inconsistent with the
attached copies, and (b) have been fully executed.
IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
Assumption Agreement to be executed the date and year first written above.
DANMARK, INC. d/b/a DMI
By: /s/ Xxx X. St. Xxxxxxx
--------------------------
Name: Xxx X. St. Hilaire
Title: CFO
BEACON MARKETING SERVICES, INC.
By: /s/ Xxx X. St. Xxxxxxx
--------------------------
Name: Xxx X. St. Hilaire
Title: CFO
INFOTOPIA, INC.
By: /s/ Xxxxxx Xxxxx
--------------------------
Xxxxxx Xxxxx, CEO
TRENDIRECT MARKETING, INC.
By: /s/ Xxxxxx Xxxxxxx
--------------------------
Xxxxxx Xxxxxxx, CEO
-2-
SCHEDULE A TO ASSIGNMENT AND ASSUMPTION AGREEMENT
A Lease Agreement dated September 30, 1999, between Pachios Family Properties
and Beacon with respect to premises located at 000 Xxxxxxxx Xxxxxx, Xxxxxxxx,
Xxxxx.
A Lease Agreement dated September 30, 1999, between Center City Plaza
Associates and Beacon with respect to premises located at 000 Xxxxxxxx Xxxxxx,
Xxxxxxxx, Xxxxx.
A Credit Card Progressing Agreement with XxxXxxxxxx.xxx, Inc. dated September
17, 2001.
Certain agreements with Knowledge Source re: software
Certain agreements with Paylinx re: software
Certain agreements with Integrated Information Systems, Inc. re: maintenance
contract on Open Orders
Certain agreements with E Partners re: support on Solomon Financial System
Certain Executory Contracts with Fortis Benefits Insurance Co. re: employee
benefits
Certain Executory Contracts with Cigna of Maine re: employee benefits
License Agreement with Windmill Health Products
Equipment Lease with Great American Leasing re: Mailing machine
Equipment Lease with Ascom Xxxxxx re: Mailing machine
Certain Agreements with Northeast Delta Dental re: dental insurance
Certain Agreements with ADT Security Systems, Inc. re: card readers and alarms
Merchant Agreement with Electronic Financial Group
Master Sales and Software License Agreement dated March 30, 1999 with Cellit,
Inc.
Maintenance Agreement dated March 29, 1999 with Cellit, Inc.
Telemarketing Services Agreement, dated October 4, 1999, between Debtors and
Vital Basics, Inc. as amended
Term Sheet Regarding Assumption and Partial Assignment of License Assumption of
Maintenance Agreement and Related Transactions
-3-
