EXHIBIT 10.14
ASSIGNMENT OF AGREEMENT
FOR
MANAGEMENT CONSULTING SERVICES
THIS ASSIGNMENT, dated as of February 15, 2001, among DISCOVERY TOYS,
INC., a California corporation (the "Company"), ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ("▇▇▇▇▇"),
McGUGGAN, LLC, a New Jersey limited liability company ("McGuggan") and DISCOVERY
TOYS, L.L.C., a New Jersey limited liability company ("Discovery LLC").
WHEREAS, the Company, McGuggan and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ are parties to that
certain Agreement for Management Consulting Services, dated as of January 15,
1999 (the "Agreement"; capitalized terms used herein and not otherwise defined
shall have the meanings given in the Agreement); and
WHEREAS, McGuggan desires to assign to Discovery LLC all of its rights and
obligations under the Agreement, and requests the Company's consent to such
assignment.
NOW, THEREFORE, for good and valuable consideration, the parties hereto
agree as follows:
1. ASSIGNMENT. Subject to the terms of this Assignment, McGuggan hereby
sells, assigns and conveys to Discovery LLC, without representation or warranty,
and without recourse, all of McGuggan's obligations, right, title and interest
in, to and under the Agreement, effective as of January 1, 2001, including all
rights to fees for periods thereafter, but excluding any rights to fees for
periods before such date. Discovery LLC hereby accepts such sale, assignment and
conveyance and assumes and agrees to perform McGuggan's obligations under the
Agreement.
2. CONSENT AND RELEASE BY THE COMPANY. The Company hereby consents to the
assignment set forth in Section 1 and agrees that Discovery LLC will be
obligated, in place of McGuggan, to render Management Consulting Services
pursuant to the Agreement. The Company hereby releases McGuggan from any
liability or obligations to the Company under the Agreement, and all parties
agree that McGuggan will no longer be a party to the Agreement and Discovery LLC
will replace McGuggan under the Agreement, effective from January 1, 2001.
3. AGREEMENT TO BE BOUND. Discovery LLC hereby agrees to be bound by and
to perform in accordance with the terms of the Agreement in all respects as if
Discovery LLC had been a party thereto continuously from January 1, 2001.
4. NOTICES. For purposes of the notice provision set forth in Section 13
of the Agreement, Discovery LLC's address is ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇.
5. CONTINUED EFFECTIVENESS. Except as specifically amended by and/or
inconsistent with this Assignment, all of the terms and provisions of the
Agreement shall remain unchanged and in full force and effect and are hereby
ratified, adopted and confirmed in all respects.
IN WITNESS WHEREOF, the parties have executed this First Amendment as of
the date first above-written.
DISCOVERY TOYS, INC.
By:
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▇▇▇▇▇ ▇▇▇▇▇▇▇, Chief Executive Officer
MCGUGGAN L.L.C.
By:
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▇▇▇▇▇ ▇▇▇▇▇, Secretary
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
DISCOVERY TOYS, L.L.C.
By:
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Manager
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