Common use of Assignment of Rights and Assumption of Obligations Clause in Contracts

Assignment of Rights and Assumption of Obligations. It shall be a condition to Closing that, as of the Closing Date, (i) the Company's Common Stock be registered under Section 12 of the Exchange Act, and (ii) the Company's Common Stock be listed for trading on a national securities exchange, Nasdaq or the OTCBB; provided, however, that this condition shall be met upon the closing of the merger pursuant to the Agreement and Plan of Merger (the "Merger Agreement") by and among, the Company, HERZ, Asure Acquisition Corporation, a Delaware corporation, and ▇▇▇ ▇. ▇▇▇▇▇, dated July 13, 2000, which Merger Agreement shall require HERZ to assume the obligations of the Company hereunder. Upon the closing of the merger pursuant to the Merger Agreement, (x) this Agreement and the Exhibits hereto shall be deemed to have been amended to reflect HERZ as the issuer of the Preferred Shares, the Warrants, the Underlying Shares, and the Warrant Shares, (y) the documents to be executed and delivered at the Closing shall be amended to reflect this Article V, and (z) the Disclosure Documents shall also include HERZ's (A) most recent Annual Report on Form 10-KSB, as filed with the SEC, (B) the most recent Quarterly Reports on Form 10-QSB since its most recent Annual Report on Form 10-KSB as filed with the SEC, (C) its most recent Proxy Statement as filed with the SEC, and (D) any Current Reports on Form 8-K as filed with the SEC since its most recent Annual Report on Form 10-KSB, copies of which have been made available to the Puchasers.

Assignment of Rights and Assumption of Obligations. It shall be a condition to Closing that, as of the Closing Date, (i) the Company's Common Stock be registered under Section 12 of the Exchange Act, and (ii) the Company's Common Stock be listed for trading on a national securities exchange, Nasdaq or the OTCBB; provided, however, that this condition shall be met upon the closing of the merger pursuant to the Agreement and Plan of Merger (the "Merger Agreement") by and among, the Company, HERZ, Asure Acquisition Corporation, a Delaware corporation, and ▇▇▇ Eli ▇. ▇▇▇▇▇, dated ▇ated July 13, 2000, which Merger Agreement shall require HERZ to assume the obligations of the Company hereunder. Upon the closing of the merger pursuant to the Merger Agreement, (x) this Agreement and the Exhibits hereto shall be deemed to have been amended to reflect HERZ as the issuer of the Preferred Shares, the Warrants, the Underlying Shares, and the Warrant Shares, (y) the documents to be executed and delivered at the Closing shall be amended to reflect this Article V, and (z) the Disclosure Documents shall also include HERZ's (A) most recent Annual Report on Form 10-KSB, as filed with the SEC, (B) the most recent Quarterly Reports on Form 10-QSB since its most recent Annual Report on Form 10-KSB as filed with the SEC, (C) its most recent Proxy Statement as filed with the SEC, and (D) any Current Reports on Form 8-K as filed with the SEC since its most recent Annual Report on Form 10-KSB, copies of which have been made available to the PuchasersPurchasers.