CONTRACT ASSIGNMENT
For
good
and valuable consideration, the sufficiency and receipt of which is hereby
acknowledged by the parties hereto, Identica Corp. (hereinafter “Assignor”)
assigns, sells, conveys, and transfers all of Assignor’s interest to Identica
Holdings Corporation (hereinafter “Assignee”) in the contract(s) described as
follows:
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1a.
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Distribution
Agreement and addendums and extensions by and between Identica Corp.
and
Techsphere Co. Ltd , dated April 30, 2005;
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1.b
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Shareholders
Agreement by and between the Shareholders of Identica Corp. and Identica
Corp., dated August 10, 2005,
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1.c
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Consulting
Services Agreement by and between Faward Holdings Ltd and Identica
Corp.,
dated May 1, 2005
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1.d
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Consulting
Services Agreement by and between 1462869 Ontario Inc. and Identica
Corp.,
dated May 1, 2005
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1.e
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Consulting
Services Agreement by and between Xxxxx Xxxxxxx and Identica Corp.,
dated
May 1, 2005
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1.f
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Consulting
Services Agreement by and between SDS-Sonsitar
Data Services Inc. and
Identica Corp., dated May 1, 2005
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2.
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Assignor
agrees that all rights and obligations of Assignor arising under
the above
listed contract(s) or otherwise by law or by the existence of conditions
precedent, which may or may not have occurred as of the date of this
Assignment, are hereby included in this Assignment and Assignee hereby
agrees to accept same as if Assignee was an original party to the
aforesaid contract(s).
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3.
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Assignor
represents and warrants that the interest of Assignor in the contract(s)
subject to this Assignment is free of liens, claims or encumbrances
of any
kind by third parties, except the
following:
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4.
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Assignee
agrees to hold harmless and indemnify Assignor for such liens, claims
or
encumbrances of any kind to which the above listed contracts are
subject
and which have disclosed and described by Assignor
hereinabove.
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5.
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This
Assignment shall be binding upon and inure to the benefit of Assignor
and
Assignee and their respective affiliates, successors, assigns, heir
and
devisees and legal representatives.
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6.
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It
is the intention of the parties that in the event a court of competent
jurisdiction finds that any provision or portion of this Assignment
is
unenforceable for any reason, the balance and remainder of this Assignment
shall remain effective and enforceable to the extent possible under
the
circumstances then existing.
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7.
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Assignor
and Assignee agree that this Assignment shall be deemed governed
by the
laws of the State of Nevada and, further, each agrees to submit to
the
subject matter and personal jurisdiction of the courts of that
state.
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8.
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This
Assignment supercedes all prior and contemporaneous agreements and
discussions of the parties hereto regarding the subject matter hereof
and
the contract(s) assigned hereby and, as written, constitutes the
entire
agreement of the parties.
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AGREED,
signed and made effective this the 18th
day
of November, 2005.
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Identica
Corp. /s/ Xxxxx
Xxxxxxx
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By:
Xxxxx Xxxxxxx, President
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Identica
Holdings Corporation /s/ Xxxxxx
Xxxxxx
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By:
Xxxxxx Xxxxxx, CEO
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