ASSIGNMENT OF CONTRACTUAL FINANCIAL OBLIGATION
THIS ASSIGNMENT OF CONTRACTUAL
OUTSTANDING FINANCIAL OBLIGATION (“Assignment Agreement”) dated as of June 30,
2008 is entered into by and among Organa Technologies Group, Inc., whose address
is 0000 Xxxx Xxxxx, Xxxxxxxxx, XX 00000, its subsidiaries EPIC Weapons, Inc. and
Global Trading Agents (collectively “Assignors”), and Avante Holding Group, Inc.
(the “Assignee”).
WHEREAS, the Assignee and the Assignors
wish to assign the remaining financial obligation specific to a purchase order
with Global Trading Agents in the amount of $634,150.00; and
WHEREAS, the outstanding amount is now
needed to fulfill EPIC Weapon, Inc. Purchase Order with Global Trading
Associates; and
WHEREAS, Global Trading Agents and
Avante Holding Group, Inc. are willing to accept the assignment of the
Contractual Financial Obligation upon the terms and conditions set forth
herein.
NOW THEREFORE, in consideration of the
mutual covenants and other agreements contained in this Assignment Agreement,
the Assignors and the Assignee hereby agree as follows:
1. All
terms employed herein shall have the meanings attributed to those in the
executed Purchase Order for the manufacturing and delivery of the remaining Five
Thousand (5,000) Frostmourne Swords.
2. Consideration for
Assignment. The Assignee agrees to pay Global Trading
Associates for the remaining balance owed on the Purchase Order for the
manufacturing and delivery of the remaining Five Thousand (5,000) Frostmourne
Swords the total amount due and payable is $296,218.25 in the
following payment schedule as follows:
(i) $59,305.00 of Purchase
Order #0001of Swords on 6/19/08;
(ii) $59,305.00 of Purchase
Order #0001 of Swords on 6/27/08;
(iii) $59,305.00 of Purchase Order
#0001 of Swords on 7/11/08;
(iiii)59,305.00
of Purchase Order #0001 of Swords on 7/25/08;
(iiiii)58,998.25
of Purchase Order #0001 of Swords on 8/14/08;
All payments shall be made in the
proportion, and to the accounts, shown on Schedule A. Upon execution of this
Assignment Agreement Avante Holding Group, Inc. hereby is solely responsible for
the full payment outstanding balance of the above mentioned Purchase
Order. The exchange rate will fluctuate with each payment, which
Avante Holding Group, Inc. will be responsible for, but will be reduced from the
Avante-Organa line of credit.
3. General Release of
Liability. Upon execution of this Agreement Global Trading Agents does
hereby irrevocably, forever and unconditionally release and forever discharge
Organa Technologies Group, Inc. and its subsidiary EPIC Weapons, Inc. and each
of its past, present and future owners, stockholders, agents, directors,
officers, employees, representatives, attorneys, and its predecessors,
successors, parents, affiliates, insurers, heirs, executors, administrators and
assigns, and all persons acting by, through, under or in concert with any of
them (collectively referred to herein as the “Released Parties”), of and from
any and all actions, causes of action, suits, debts, judgments, charges and
expenses (including attorneys’ fees and costs), of any nature whatsoever,
asserted or unasserted, known or unknown, which Global Trading Agents ever had,
now has, or hereafter may have against the Released Parties, in any way arising
out of or related to the payments in the Purchase Order outlined
above.
4. Miscellaneous.
(a) This Assignment Agreement shall be governed and construed
in accordance with the laws of the State of Florida and venue for dispute
resolution shall be the same as set forth in the Assignment
Agreement.
(b) All
notices shall be given as provided for in the Assignment Agreement and shall be
delivered hereunder shall be delivered as follows:
(i) If to the Avante
Holding Group, Inc.
0000
Xxxx Xxxxx
Xxxxxxxxx, XX
00000
(ii) If to Global
Trading Associates:
000
Xxxxx Xxxx
Xxxxxxxxxx,
XX 00000; and
(iii) If to Organa
Technologies Group, Inc.:
0000 Xxxx Xxxxx
Xxxxxxxxx,
XX 00000; and
5. Time
is of the essence in connection with Assignee’s payment of the sums set forth in
Section 3 above. Failure to make timely payment shall not be subject
to cure.
By:_______________________________
Xxxx
X. Xxxxxxx, CEO and President
Global Trading Associates
By:____________________________________
Xxxx
XxXxx
Avante Holding Group,
Inc.
By:_____________________________________
Xxxxxxx
X. Xxxxxxx, President
