EXHIBIT 10.8
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ASSIGNMENT AGREEMENT
KNOW ALL MEN BY THESE PRESENTS, that on this 27th day of January, 2005,
CORNELL CAPITAL PARTNERS, LP (the "Assignor") does hereby agree to the following
for and in consideration of the sum of $325,000 and other good and valuable
consideration received from the persons listed on Exhibit "A" hereto
(collectively, the "Assignee"):
1. DEBENTURES. Assignor is the legal and beneficial owner of that certain
Secured Debenture dated as of May 14, 2004 in the original principal amount of
$400,000, that certain Secured Debenture dated as of August 26, 2004 in the
original principal amount of $125,000 and that certain Secured Debenture dated
as of November 22, 2004 in the original principal amount of $125,000
(collectively, the "Debentures"), in each case given by Xxxxxxx Xxx, Inc. (the
"Company") to the Assignor. The Assignor hereby absolutely, irrevocably and
unconditionally sells, assigns, conveys, contributes and transfers to the
Assignees the right to collect from the Company the amounts set forth opposite
each Assignee's name on Exhibit "A," plus accrued but unpaid penalties and
interest under the Debentures (pro rata based on the amounts assigned). This
assignment is made free and clear of any and all claims, liens, demands,
restrictions or encumbrances of any kind whatsoever.
2. REPRESENTATIONS AND WARRANTIES. The Assignor hereby represents and
warrants to and covenants with each Assignee that the Assignor has full right
and authority to enter into and perform their obligations under this Assignment.
3. ADDITIONAL DOCUMENTS. The Assignor agrees to execute any and all other
documents which are, in the opinion of any Assignee or its counsel, necessary to
carry out the terms and conditions of this Assignment.
4. EFFECTIVE DATE AND COUNTERPART SIGNATURE. This Assignment Agreement
shall be effective as of the date first written above. This Assignment
Agreement, and acceptance of same, may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. Confirmation of execution by telex or by
telecopy or telefax of a facsimile signature page shall be binding upon that
party so confirming.
IN WITNESS WHEREOF, the Assignor has executed this Assignment Agreement on
the day and year first above written.
THE ASSIGNOR:
CORNELL CAPITAL PARTNERS, LP
By: Yorkville Advisors, LP
Its: General Partner
By:
Name: Xxxx Xxxxxx
Its: President
ACCEPTANCE OF ASSIGNMENT
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The undersigned, being the Assignees set forth above, does hereby
acknowledge and accept the foregoing Assignment on this 27th day of January
2005.
ASSIGNEE:
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Name:
CONSENT
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Xxxxxxx Xxx, Inc. hereby consents to the assignment of the Debentures from
the Assignor to the Assignees.
Xxxxxxx Xxx, Inc.
By:
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Name:
Its: President
EXHIBIT "A"
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ORIGINAL PRINCIPAL
ASSIGNEE NAME: DEBENTURE AMOUNT ASSIGNED: PURCHASE PRICE:
-------------- --------- ---------------- ---------------
Trey Industries, Inc. May 20, 2004 $200,000 $200,000
Trey Industries, Inc. August 27, 2004 $62,500 $62,500
Trey Industries, Inc. November 22, 2004 $62,500 $62,500
TOTAL $325,000 $325,000
