ASSIGNMENT
This ASSIGNMENT (the "Assignment") is made effective this 30th day of
June, 2004, by and between BonusAmerica Worldwide Corp., a Nevada corporation
(the "Assignor") and Xxxxxx Pacific Management, Inc., a corporation organized
under the laws of the Commonwealth of British Columbia ("Assignee").
WHEREAS, Assignor owes Assignee a total of One Hundred Thirty-Nine
Thousand Ten Dollars and Ninety-Seven Cents (US$139,010.97) pursuant to two
Demand Promissory Notes dated March 8th, 2002 and April 3rd, 2002, copies of
which are attached hereto as Exhibit "A" and Exhibit "B"(the "Demand Notes");
and
WHEREAS, Assignor owns or has the right to a Note Receivable in the
amount of One Hundred Sixty Thousand Dollars (US$160,000) from (Tandoor Holdings
Ltd., dated October 13, 2002), a copy of which is attached hereto as Exhibit "C"
(the "Note Receivable"); and
WHEREAS, Assignor desires to transfer all right, title and interest to
the Note receivable to Assignee and Assignee hereby desires the assignment
herein as full and final payment in accord and satisfaction of the Demand Notes.
NOW, THEREFORE, in consideration for Ten Dollars ($10) and other good
and valuable consideration, when executed by an authorized officer of Assignee
and Assignor, this Assignment will set out the understanding and agreement
regarding the assignment of the Note Receivable to Assignee for full and final
payment in accord and satisfaction of the Demand Notes as follows:
1. ACCEPTANCE OF ASSIGNMENT
In exchange for the full and final payment in accord and satisfaction
of the Demand Notes by Assignee to Assignor of One Hundred Thirty Nine
Thousand Ten Dollars and Ninety-Seven Cents (USD $139,010.97), Assignor
hereby assigns all of its right, title, and interest in the Note
Receivable, and Assignee hereby accepts such assignment of the Note
Receivable in accord and satisfaction of payment of the Demand Notes,
effective the date hereof.
2. ASSUMPTION OF DUTIES AND OBLIGATIONS
Assignee hereby assumes the performance of all duties and obligations,
if any, required of Assignor under the Note Receivable.
3. HOLD ASSIGNOR HARMLESS
Assignee will hold Assignor harmless from any liability or loss
resulting from nonpayment and or nonperformance of the Note Receivable
in accordance with its respective terms, without adverse impact to
Assignor, its credit report, or reputation among the financial
community and its various business segments.
4. MISCELLANEOUS
A. Authority. The officers of Assignee and Assignor executing
this Assignment are duly authorized to do so and each party
has taken all action required by law or otherwise to properly
and legally execute this Agreement.
B. Notices. Any notice under this Assignment shall be deemed to
have been sufficiently given if sent by registered or
certified mail, postage prepaid, addressed as follows:
To Assignor BonusAmerica Worldwide Corp.
000 X. Xxxxxxxx, Xxxxx Xxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
To Assignee: Xxxxxx Pacific Management Inc.
000-000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx
Xxxxxx X0X 0X0
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
or to any other address which may hereafter be designated by either party by
notice given in such manner. All notices shall be deemed to have been given as
of the date of receipt.
C. Entire Agreement. This Assignment sets forth the entire
understanding between the parties hereto and no other prior
written or oral statement or agreement shall be recognized or
enforced.
D. Severability. If a court of competent jurisdiction determines
that any clause or provision of this Assignment is invalid,
illegal or unenforceable, the other clauses and provisions of
the Assignment shall remain in full force and effect and the
clauses and provision which are determined to be void, illegal
or unenforceable shall be limited so that they shall remain in
effect to the extent permissible by law.
E. Assignment. None of the parties hereto may assign this
Assignment or otherwise assign, delegate or transfer the
rights and obligations of Assignor under the Agreement without
the express written consent of the other parties and any
approved assignment shall be binding on and inure to the
benefit of such successor or, in the event of death or
incapacity, on Assignee's heirs, executors, administrators and
successors.
2
F. Applicable Law. This Assignment has been negotiated and is
being contracted for in Nevada, and it shall be governed by
the laws of Nevada, Xxxxx County, notwithstanding any
conflict-of law provision to the contrary.
G. Attorney's Fees. If any legal action or other preceding
(non-exclusively including arbitration) is brought for the
enforcement of or to declare any right or obligation under
this Assignment or as a result of a breach, default or
misrepresentation in connection with any of the provisions of
this Assignment, or otherwise because of a dispute among the
parties hereto, the prevailing party will be entitled to
recover actual attorney's fees (including for appeals and
collection) and other expenses incurred in such action or
proceeding, in addition to any other relief to which such
party may be entitled.
H. No Third Party Beneficiary. Nothing in this Assignment,
expressed or implied, is intended to confer upon any person,
other than the parties hereto and their successors, any rights
or remedies under or by reason of this Assignment, unless this
Agreement specifically states such intent.
I. Further Assurances. At any time, and from time to time after
the date of this Assignment, each party hereto will execute
such additional instruments and take such action as may be
reasonably requested by the other party to confirm or perfect
title to the securities and other assets to be acquired by
Assignee under the Agreement or otherwise to be transferred
pursuant to the Agreement or this Assignment, or otherwise to
carry out the intent and purposes of this Assignment.
J. Amendment or Waiver. Every right and remedy provided herein
shall be cumulative with every other right and remedy, whither
conferred herein, at law, or in equity, and may be enforced
concurrently herewith, and no waiver by any party of the
performance of any obligation by the other shall be construed
as a waiver of the same or any other default then,
theretofore, or thereafter occurring or existing. At any time
prior to the effective date of this Assignment, this
Assigmmtent may be amended by a writing signed by all parties
hereto.
K. Headings. The section and subsection headings in this
Assignment are inserted for convenience only and shall not
affect in any way the meaning or interpretation of this
Assignment.
L. Counterparts; Facsimile. It is understood and agreed that this
Assignment may be executed in any number of identical
counterparts, each of which may be deemed an original for all
purposes. Further, any such executed original or counterpart
may be delivered by facsimile or similar instantaneous
electronic transmission device pursuant to which the signature
of or on behalf of such party can be seen, and such execution
and delivery shall be considered valid, binding and effective
for all purposes. At the request of any party hereto, all
parties agree to execute an original of this instrument as
well as any facsimile, telcopy or other reproduction hereof
3
M. Limitation of Liability.
N. Time is of the Essence.
O. No Right of Offset.
IN WITNESS WHEREOF, the parties hereto have caused this Assignment to
be executed the day and year first above written.
"Assignor"
BonusAmerica
WorldWide Corp.
By:
Name:
Title:
"Assignee"
Xxxxxx Pacific Management Inc..
By:
Name:
Title:
4
