ASSIGNMENT AGREEMENT
It is hereby agreed as of July 21, 2004 by and between CEC Industries,
Inc. ("Assignor") and Empire Management Services and Xxxxxxx Xxxxxx
(collectively referred to as the "Assignees"), that in consideration of the sum
of One Dollar ($1.00) and for such good and other valuable consideration paid by
Assignor to Assignees, receipt of which is acknowledged, Assignee is succeeding
to the rights and responsibilities of Assignor with respect to Fifty Three
Thousand and One Hundred and Fifty Dollars ($53,150) of the that certain
Promissory Note with a total current principal balance of $250,000 issued by
Paycard Solutions, Inc. ("Paycard") to the Assignor on November 20, 2003
("Note") and underlying Security Agreement between the Assignor and Paycard of
the same date which were issued pursuant to a Acquisition and Financing
Agreement.
Assignees shall be deemed the Assignor in the Note and Security Agreement,
but only in relation to the $53,150 of principal Note amount being transferred
hereby. The Company has bifurcated the Note and Security Agreement as follows:
$53,150 Principal Amount to Assignees and a Note reflecting the remaining
$196,850 Note principal to Assignor. Both parties acknowledge that all accrued
interest, liquidated damages and other sums due on or in connection with the
assigned portion of the Note through the date of this Agreement are retained by
Assignor.
EMPIRE MANAGEMENT SERVICES CEC INDUSTRIES, INC.
"Assignee" "Assignor"
By:/s/ Xxxxxxx Xxxxxx By: /s/ Xxxx Xxxxxxxxx
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"Assignee"
/s/ Xxxxxxx Xxxxxx
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XXXXXXX XXXXXX
