EXHIBIT 10.52
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ASSIGNMENT
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XXXXXX.XXX, INC. a Delaware Corporation, with offices at 000 Xxxx 00xx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (hereinafter referred to as the "Assignor"),
currently owns a five year option to purchase up to 3,500,000 shares of the
common stock of XxxxxXxxxx.xxx, Inc. at the exercise price of $1.50 per share,
expiring the 27th day of January, 2005.
During the period from October 10, 2000 through the execution date of
this assignment, Xxxxxx X. Xxxxxxxx, Chairman of the Board, Chief Executive
Officer, Secretary and Chief Financial Officer of the Assignor ("Xxxxxxxx") and
Xxx Xxxx Limited Partnership, a New York Limited Partnership with offices at 000
Xxxxxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxx ("Xxx Xxx"), have made loans to the
Assignor and to XxxxxXxxxx.xxx, Inc. ("Vflash") , a majority owned subsidiary of
the Assignor, in the aggregate principal amount of $450,000 and both Xxxxxxxx
and Xxx Xxx contemplate making additional loans to the Assignor and/or Vflash
(collectively the "Financing"). As an inducement to enter into the Financing,
Assignor hereby (i) irrevocable assigns to Xxxxxxxx an option to purchase up to
Eight Hundred Thousand (800,000) shares of common stock of XxxxxXxxxx.xxx, Inc.,
expiring January 27, 2005, at the exercise price of $1.50; and (ii) irrevocably
assigns to Xxx Roc an option to purchase up to Two Hundred Thousand (200,000)
shares of common stock of XxxxxXxxxx.xxx, Inc., expiring January 27, 2005, at
the exercise price of $1.50, effective as of the date below written (Xxxxxxxx
and Xxx Xxx being individually referred to as an "Assignee" and collectively
referred to as the "Assignees"). Assignor has good and valid title to the
Options, is the absolute owner thereof, and has full right, legal capacity, and
authority to execute this Assignment.
Through this Assignment, Assignor intends to indefeasibly vest in the
Assignees full
legal and equitable title to their respective options, including, but not
limited to, the immediate right to their use and enjoyment. From the date
hereof, the Assignees shall exercise all rights of any nature whatsoever
heretofore owned by Assignor with respect to their respective options.
Assignor distinctly understand and it is Assignor's intention and
purpose that this Assignment is irrevocable.
Dated Effective: November 14, 2000
ASSIGNOR
XXXXXX.XXX, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx, Chief Executive Officer
Sworn to before me this
day of , 2000
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NOTARY PUBLIC
