EXHIBIT 10.1
ASSIGNMENT AGREEMENT
KNOW ALL MEN BY THESE PRESENT:
THAT, CYBER MERCHANTS EXCHANGE, INC., a California corporation with offices at
000 Xxxxx Xxxx Xxx., Xxxxx 000, Xxxxxxxx, XX 00000 (herein the "Undersigned"),
in consideration of One ($1.00) Dollar paid to the Undersigned by BANK SINOPAC
with address at 0-0 XXXXX XXX X. XXXX, XXX. 0, XXXXXX, XXXXXX (herein the
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"Bank") and for other good and valuable consideration, the receipt whereof is
hereby acknowledged, does hereby irrevocably assign and transfer to the Bank,
and does hereby grant to the Bank a security interest to the extent of
ninety-five percent (95%) of the proceeds or monies due to the Undersigned under
the Factoring Agreement between the Undersigned and THE CIT GROUP/COMMERCIAL
SERVICES, INC., with address at 000 X. Xxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx
00000, (herein the "Factor".) dated Nov. 10, 2000, and any amendments,
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supplements, modifications, extensions and renewals thereof (herein the
"Factoring Agreement") as the Factoring Agreement relates solely to the
Undersigned's Bank SinoPac Account # maintained by CIT (the "SinoPac Proceeds").
This assignment and transfer is made to the Bank, its successors, endorsers or
assigns, as collateral security for the payment of any all liabilities and
obligations of the Undersigned to the Bank and any claims of the Bank against
the Undersigned, whether now existing or hereafter incurred whether originally
contracted with the Bank and/or with another and now or hereafter owing to or
acquired by the Bank, whether contracted by the Undersigned alone or jointly
and/or severally with another or others, and whether absolute or contingent,
secured or unsecured, matured or unmatured (all of the foregoing being herein
called "Obligations").
The Factor is hereby directed: to remit ninety five percent (95%) of the SinoPac
Proceeds when due and payable under the Factoring Agreement (subject to the
reserve, if any, which the Factor in its sole discretion may decide to retain,
and subject to all of the Factor's other rights under the Factoring Agreement
including Factor's right to chargeback as set forth in the Factoring Agreement)
directly and solely to the Bank; to furnish the Bank with copies of the accounts
current with respect to the SinoPac Proceeds rendered by the Factor to the
Undersigned; and to recognize the Bank's claims and rights hereunder without
investigating the reason for any action taken by the Bank, or the validity of
the amount of any Obligations, or the existence of any default or the
application to be made by the Bank of any of the sums paid hereunder. Checks or
other transfers for all or any part of the sums payable under this Assignment
shall be to the sole and exclusive order of the Bank and the Factor shall be
released and discharges to the extent of any payment made to the Bank upon the
sole receipt of such funds by the Bank.
The Bank and the Undersigned warrant and represent to the Factor that this
Assignment, transfer and security interest is validly perfected in all respects
pursuant to the Uniform Commercial Code or other applicable law, and the Bank
alone is entitled to receive ninety five percent (95%) of all SinoPac Proceeds
otherwise available to the Undersigned, pursuant to the aforementioned Factoring
Agreement. The Bank hereby agrees to indemnify and to hold the Factor harmless
from any and all liability or expense which may be incurred by reason of: the
Factor's recognition of the Assignment and security interest herein contained
and the making of remittances to the Bank as herein provided.
This Assignment is to continue in effect until written notice of termination is
served by any one of the parties hereto on the others, but such termination
shall not affect the assignment to the Bank of the Bank's rights to receive any
balances, as herein provided for which an account current has been rendered to
the Bank prior to the date of termination.
This Agreement is not in any way intended to limit any agreement contained in
any note or other instrument taken in connection with any of the Obligations of
the Undersigned to the Bank, and shall in all respects be cumulative thereto.
No executory agreement shall be effective to change, modify or discharge, in
whole or in part, this Assignment unless such executory agreement is in writing
and signed by the Bank and the Factor.
This Agreement shall be governed by the laws of the State of California.
Dated at Los Angeles, California on this 16th day of November, 2000.
CYBER MERCHANTS EXCHANGE, INC.
By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: President
Assignment Accepted:
BANK SINOPAC
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxx
Title: Senior Executive Vice President
RECEIPT is hereby acknowledged of a signed copy of the Assignment Agreement
between CYBER MERCHANTS EXCHANGE, INC. and BANK SINOPAC and we hereby agree to
honor same.
THE CIT GROUP/
COMMERCIAL SERVICES, INC.
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: Vice President
