EXHIBIT 3
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ASSIGNMENT
THIS ASSIGNMENT dated as of December 23, 2004, is executed and
delivered by NF Partners, LLC, a Delaware limited liability company ("Assignor")
in favor of FireAway LLC, a Delaware limited liability company ("Assignee").
Assignor, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, hereby assigns to Assignee all of
Assignor's right, title and interest in and to the following instruments and
agreements:
1. Promissory Note dated March 14, 2003 in the principal amount of
$82,500.00 payable by XxXxxx Technologies, Inc., a Delaware corporation
("XxXxxx") to the order of Assignor, including all accrued but outstanding
interest payable thereon.
2. Patent Security Agreement dated March 13, 2003 between XxXxxx, as
Pledgor, and Assignor.
3. Promissory Note dated April 3, 2003 in the principal amount of
$6,311.25 payable by XxXxxx to the order of Assignor, including all accrued and
unpaid interest thereunder.
4. UCC-1 Financing Statement, initial filing number 3079593 3, naming
Assignor, as the Secured Party, and XxXxxx, as the Debtor, filed on March 27,
2003 with the Delaware Department of State.
IN WITNESS WHEREOF, Assignor and Assignee have caused this instrument
to be duly executed as of the date first above written.
ASSIGNEE: ASSIGNOR:
FIREAWAY LLC NF PARTNERS, LLC
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx
Title: Manager Title: Manager
